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

Takeover Panel to Rewrite Rules?

Posted on February 23, 2010
It seems there may be some blow-back following Kraft's takeover of Cadbury. Lord Davies, the British Trade Minister and Cadbury's former chairman Roger Carr are suggesting that following Kraft's successful acquisition of British icon Cadbury that the Takeover Panel should...

Cross-Border M&A and National Pride

Posted on February 22, 2010
This morning I opened my email to see news on two multi-billion dollar deals by Indian conglomerates. Bloomberg reported that Reliance Industries Ltd., one of India?s largest companies and owner of the world?s largest oil-refining complex, raised its offer for...

PCCW Highlights Corporate Voting Problems

Posted on February 22, 2010
Here's a case out of Hong Kong that is highlighting some of the real problems associated with corporate voting. If you think Florida is bad (apologies to Florida), then you haven't been paying attention to the deficiencies associated with corporate...

BKS replies to Burkle

Posted on February 18, 2010
Dear Mr. Burkle: Thanks for your letter. If you don't like our shareholder rights plan, just vote against it when we submit to the shareholders for a vote some time in the next 12 months. Anyway, we think you don't...

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Termination Fees in US and UK - standards vs. rules

Posted on February 17, 2010
John Coates' new paper, M&A Break Fees: US Litigation vs. UK Regulation, takes a look at the question ex ante rules vs ex post standards with respect to break fees. One of the numerous results worth noting was that in...

K&E on "Just Say No"

Posted on February 17, 2010
According to this client memo from K&E, recent takeover battles are bringing into question the continued vitality of the ?just say no? defense, which allows the board of a target company to refuse to negotiate (and waive structural defenses) to...

Russian Pre-Clearance Procedures

Posted on February 16, 2010
You might remember that the Oracle-Sun deal filed and then pulled its pre-clearance notification in Russia when it ran into difficulties with EU anti-trust authorities. At the time, I was a little mystified. Now, Clifford Chance is setting us all...

Joining the M&A Party

Posted on February 15, 2010
Many thanks to the M&A Law Prof Blog for inviting me to be a contributor. A devoted reader, I am very flattered to be among such fabulous company. Hopefully there will be much to blog about in the M&A world....

Welcome to Afra Afsharipour

Posted on February 14, 2010
I'd like to welcome Afra Afsharipour to the M&A Law Prof blog. Afra will be joining Michael and I as a contributing editor here at the M&A Law Prof blog. Afra is an Acting Professor of Law (in non-UC speak,...

Cross Border Acquisitions by Emerging Market Companies

Posted on February 12, 2010
Chernykh, Liebenberg, and Macias have posted a paper, Changing Direction: Cross Border Acquisitions by Emerging Market Firms, in which they analyze acquisition patterns of emerging market firms in over 3,000 transactions. It seems that firms from countries with trade surpluses...

Airgas Insider Buying?

Posted on February 11, 2010
I suppose it wouldn't be a modern tender offer, I guess, unless it ended with an SEC investigation. According to Reuters: But before the takeover bid was announced, a burst of activity in a few select Airgas call options occurred,...

"Just Say No" Challenge in Del.

Posted on February 10, 2010
Last week Air Products filed a suit in Delaware Chancery Court challenging Airgas' "Just Say No" defense. This has the makings of being an important case if it gets as far as a ruling. On the one side, we have...

Tortious Interference and Pennzoil

Posted on February 10, 2010
This is a great video. I post it because I recently had a conversation with a colleague about the Pennzoil v Texaco tortious interference with contract case. If you're teaching this case in torts, this video is worth watching for...

More Galleon Scalps

Posted on February 09, 2010
Galleon takes yet another scalp. This one from Rajiv Goel - a 1993 Wharton classmate of Raj Rajaratnam and former executive at Intel. From the US Attorney?s Press Release announcing the guilty plea: Specifically, in April 2007, GOEL obtained Inside...

Canadian Insider Trading

Posted on February 08, 2010
Oh no! Say it ain't so! Even the Canadians are inside traders?! I'm beginning to lose all faith in humanity... Update: Acquisition announcements generate predictable movements in acquirer stock. For example, post-announcement returns are typically negative for high Tobin?s q...

AG goes after BAC for securities fraud

Posted on February 05, 2010
"I didn't want to be talking [about ML's] losses through a glass wall over a telephone." BAC Treasurer to CFO Joe Price. No surprise then that the Attorney General's office in NY yesterday announced a civil suit under the Martin...

NBC Senate Hearings

Posted on February 04, 2010
It's probably just going to be a re-run of the morning show, but for what it's worth the Comcast-NBC Senate hearings are now underway. Webcast here. -bjmq

NBC House Hearings

Posted on February 04, 2010
Comcast-NBC hearings are underway in the House. Webcast here. -bjmq

Comcast-NBC FCC Filings

Posted on February 03, 2010
The Comcast-NBC transaction proceeds apace. Like all transactions of any size, this transaction will be subject to regulatory approval. This entails, of course, HSR pre-clearance. But given the high profile nature of any acquisition involving a cable company, there will...

UMass-Law: Hello World.

Posted on February 02, 2010
According to SouthCoastToday.com: The state Board of Higher Education this morning voted unanimously to approve plans for a public law school at the University of Massachusetts in Dartmouth. Immediately after the vote was announced, more than 250 audience members inside...

Burkle Challenges BKS' Pill

Posted on February 02, 2010
You might remember that Barnes and Noble adopted a shareholder rights plan last November (here). Now, investor Ron Burkle (19% holder of BKS stock) has filed an amended Schedule 13D in which he questions the board's decision to adopt the...

Law School Merger News

Posted on February 01, 2010
The pending acquisition of the Southern New England School of Law by UMass-Dartmouth is generating a little bit of political heat. The local state rep., John Quinn (D-Dartmouth) (no relation) has written to MA Attorney General Martha Coakley to complain...

Posted on January 30, 2010

Next Up ... the Warriors?

Posted on January 29, 2010
Having just recently closed on its acquisition of Sun, Oracle's Larry Ellison is apparently turning his sights on more interesting prey - the Golden State Warriors. In response to a question at an Oracle employee event about likelihood that he...

Money Never Sleeps

Posted on January 29, 2010
You know you've been counting the days. Well, you won't have to wait much longer. Here's the trailer for Wall Street: Money Never Sleeps. Gordon Gecko is free and looking to redeem himself, or at least get a new cell...

Envious CEOs

Posted on January 28, 2010
Men are so constituted that every one undertakes what he sees another successful in, whether he has aptitude for it or not. - Goethe Isn't that the truth?! In their new paper, Do Envious CEOs Cause Merger Waves? in the...

Notification thresholds under the HSR Act lowered

Posted on January 28, 2010
In an unprecedented first, effective February 22, 2010, the notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act will be lowered. The jurisdictional thresholds are adjusted annually under the indexing required by the 2000 amendments to the Act, which require the...

Delaware's New Arbitration Rules

Posted on January 27, 2010
The Chancery Court in Delaware has proposed arbitration rules that go into effect on February 1, 2010 (here). The proposed rules would permit its members to arbitrate "all business disputes" as long as the dispute is valued at more than...

Ticketmaster-Live Nation Transaction Approved

Posted on January 26, 2010
The DOJ Antitrust Division just announced it has approved the proposed Tickmaster-Live Nation deal. This transaction was subject to a good deal of controversy -- including vocal opposition from The Boss. And if Springsteen has an opinion on a transaction,...

Krispy Kreme's Poison Pill

Posted on January 25, 2010
The Krispy Kreme board is doing a little revisiting of its pre-transaction planning. Last week it adopted a revised shareholder rights plan to replace the expiring plan that it had in place. The revised plan is similar to the first,...

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