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Last Entry: March 31, 2011 at 05:52:00

WGM on Mitigating Fraudulent Conveyance Risk

Posted on May 17, 2010
When an over-leveraged LBO turns out to have an unsustainable capital structure, creditors in an ensuing bankruptcy or other restructuring MAY seek to recover payments made to selling shareholders in the LBO as fraudulent conveyances. In this client alert, WGM...

Why 102(b)(7) Matters

Posted on May 14, 2010
I wanted to follow up on an earlier post, Triggering Revlon with Nonconvertible Debt. In the last paragraph of that post I noted that Lyondell reminds us that good faith claims are very hard to win. Stefan Padfield (Business Law...

Meatballs, Golfballs and Goofballs

Posted on May 11, 2010
Paul Thayer, former CEO of LTV, passed away last week. Obits here and here. LTV was the iconic conglomerate of the 1950s and the Go-Go 1960s. LTV was put together by Jimmy Ling, one of the biggest characters of the...

Unscrambling Eggs

Posted on May 10, 2010
It doesn't happen often. But, that doesn't mean it doesn't happen. The FTC is now suing Dun & Bradstreet (H/T Main Justice) to unwind a transaction D&B closed last year. According to the complaint, D&B acquired the Quality Education Data...

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Burkle Sues BKS to Pull Pill

Posted on May 07, 2010
Investor Ron Burkle has had an ongoing dispute with the Barnes & Noble board over the shareholder rights plan it put in place recently. Burkle claims the board adopted it to prevent him from making running a proxy contest. Let?s...

A New "Must Have" - Exclusive Delaware Jurisdiction?

Posted on May 06, 2010
Delaware courts and corporate lawyers seem to be paying a lot of attention to the recent paper by John Armour, Bernie Black and Brian Cheffins entitled "Is Delaware Losing its Cases?" We've blogged previously about this paper. Now it looks...

Did Buffet's Berkshire Run Afoul of Disclosure Rules?

Posted on May 06, 2010
Maybe, but so what? The WSJ and Reuters are reporting that Berkshire Hathaway may have run afoul of the Williams Act's early warning disclosure requirements by not filing a timely amendment to its Schedule 13D in connection with its acquisition...

Will Other Suitors Come Knocking at Palm?s Door?

Posted on May 05, 2010
There has been a lot of fun merger activity and news lately. Unfortunately for me, I?ve been bogged down in end of the semester exam angst. But there is a deal that has caught my attention (in my prior life,...

Triggering Revlon Duties with Convertible Debt

Posted on May 05, 2010
One of the most common search terms to find this site in the past week or so has been "What triggers Revlon duties?" Now, this has little to do with the business cycle and much more to do with the...

Canadian Rules Re Poison Pills

Posted on May 04, 2010
Apparently, there are limits to the use of poison pills in Canada. As you likely know, Carl Icahn has a tender offer pending for all of the outstanding stock of Lions Gate. In response to Icahn appearing, Lions Gate amended...

Shareholders Saying "No" to Say on Pay

Posted on May 03, 2010
"Say on pay" measures were on the proxy for DuPont and Johnson & Johnson. In both cases shareholders rejected the measures (DuPont here and J&J here). Don't know if that's typical of all say on pay measures. Though I'll admit...

Still No Duty to Disclose Merger Negotiations

Posted on May 03, 2010
Last month the second circuit affirmed the district court's opinion in Thesling v Bioenvision - holding that issuers have no duty to disclose merger negotiations. Whether and when one has a duty to disclose merger negotiations is a regular question...

A Chapter Closes on Van Gorkom

Posted on May 02, 2010
Who doesn't remember the 1985 Delaware Supreme Court case, Smith v Van Gorkom, from their basic corporations course? That case, which found that directors of TransUnion were grossly negligent in their handling of the sale of the company to Jay...

Adams on Drafting M&A Contracts

Posted on April 28, 2010
Ken Adams has new booklet on drafting M&A contracts in the works. Here's his post describing the project. It will go online sometime in the next couple of months. I'm sure it will be a worthy addition to your library....

Michigan's New Anti-takeover Law

Posted on April 27, 2010
I thought we had moved beyond much of this silliness. I guess I was wrong. According to the Detroit News, the Michigan legislature is "rushing to pass a bill that would require two-thirds of a Michigan insurance company's shareholders to...

K&E on Purchase Price Adjustments

Posted on April 27, 2010
As we've noted before, purchase agreements relating to the acquisition of a private target often contain one or more post-closing purchase price adjustments (for example a working capital adjustment). As this K&E M&A update notes While the appeal of purchase...

BAC-ML Case Study

Posted on April 26, 2010
Robert Rhee has posted a Case Study of the Bank of America and Merrill Lynch Merger. It has a nice tick-tock of events and could be a useful teaching tool, bringing together questions of corporate law and ethics. I'd only...

Summer Reading: Anglo-American Securities Regulation

Posted on April 25, 2010
Martin Wolf at the FT has started a series of columns in which he is thinking about the future of the financial markets. In his take on the goings-on at Goldman in the wake of the Financial Crisis he made...

Revised Horizontal Merger Guidelines

Posted on April 21, 2010
The FTC and the DOJ's Antitrust Division have just released their draft revised horizontal merger guidelines for public comment. The draft is available on the joint FTC/DOJ webpage. These revised guidelines are the result of a series of workshops that...

Sporting News

Posted on April 20, 2010
I've been following the developing battle for control over the UK soccer, I mean, football club Arsenal during the past few months. At last check, US real-estate and sports mogul Stan Kroenke was just a handful of shares (7 shares,...

This is "God's Work"?

Posted on April 19, 2010
About a year ago, Lloyd Blankfein tried to burnish Goldman Sachs' post-financial crisis image by arguing in an interview with the Times of London that Goldman was performing God's work by bringing buyers and sellers together to do deals and...

Kabletown Buys NBC

Posted on April 18, 2010
... or something like that. I don't know, I just saw it on the TV. Happy Patriot's Day (that's a holiday here in Massachusetts). -bjmq

M&A in Hong Kong

Posted on April 16, 2010
Norton Rose has a memo on the in's and out's of M&A in Hong Kong. Transactions involving Hong Kong companies are governed by the Codes on Takeovers and Mergers and Share Repurchases. The Hong Kong takeover code is similar in...

A Cadbury Law for the UK?

Posted on April 16, 2010
The FT's Neil Buckley discusses how Kraft's acquisition of Cadbury has moved to the center of the campaign in the UK. -bjmq

Speed-dating and the Return of Irrational Deals?

Posted on April 16, 2010
It?s been a good April for deal junkies. There are predictions of a pickup in deal-making (although some question whether these predictions are just that). If the last few months spate of both friendly and hostile deals are a good...

Do ATP's Harm Stockholders?

Posted on April 15, 2010
Straska and Waller have a paper forthcoming in the Journal of Corporate Finance, Do Antitakeover Protections Harm Shareholders? They think not. Abstract: We reexamine the negative relation between firm value and the number of antitakeover provisions a firm has in...

Laster's Moment

Posted on April 14, 2010
In case you haven't already seen it, here's a link to a feature article about J. Travis Laster that appeared in last week's The Deal, Laster's Moment. It provides some interesting insight into how Delaware's newest Vice Chancellor approaches his...

What is going on with reverse termination fees?

Posted on April 14, 2010
We at the M&A Law Prof blog are somewhat enamored of reverse termination fees (RTFs). I have a draft paper (Transforming the Allocation of Deal Risk Through Reverse Termination Fees) coming out this fall in the Vanderbilt Law Review and...

Regulating Risk Conference

Posted on April 13, 2010
If you happen to find yourself in Hartford this Friday morning, you might consider stopping by the Regulating Risk Conference sponsored by the Connecticut Insurance Law Journal at UConn Law. They've put together what looks like a great series of...

More on Whether a Secured Creditor May Foreclose on Substantially All the Assets of a Debtor without Stockholder Approval

Posted on April 12, 2010
From a reader: Michael, I was fortunate enough to recently be asked to research the very question you posted on the M&A Law Prof Blog on July 3, 2009 -- whether a creditor may foreclose on substantially all the assets...

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