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

Sina and Focus Media Drop Deal and then Issue Stock

Posted on September 30, 2009
The FT is reporting today that two NASDAQ-listed Chinese companies, Sina Corp and Focus Media, are walking away from their proposed $1.7 billion sale of substantially all Focus Media's assets to Sina because the Chinese Ministry of Commerce refused to...

Hummer: The Last Word

Posted on September 29, 2009
September has come and gone and I've decided that I'm tired of waiting for the Hummer "deal". For reasons I've already stated, I don't think it will ever get done - even if both sides still say they're close to...

CF - Terra - Agrium Saga Continues

Posted on September 29, 2009
The Deal Professor has been following what he aptly calls "The Forever War" more closely than I, but I thought the recent developments worth commenting on, if briefly. CF Holdings filed a Schedule 13D yesterday announcing that is has acquired...

One Year Later: Financial Regulation

Posted on September 28, 2009
Three things worth reading/listening to: 1) Ezra Klein interviews Barney Frank on the future of financial regulation. 2) Last week Roberta Karmel of Brooklyn Law School sat down with Joe Stiglitz and Jesse Eisinger to talk about the future of...

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Plural and Majority Voting

Posted on September 28, 2009
Today's WSJ has a good article on the beauties of plural voting for directors. The machinations of corporate voting can be hard for normal people to understand. In fact, when I introduce corporate voting to my introductory corporations classes, I...

Fan and Yu on debt and the market for corporate control

Posted on September 25, 2009
Qiu and Yu's The Market for Corporate Control and the Cost of Debt is appearing in the current Journal of Financial Economics. Here's the abstract: Abstract: How do bondholders view the existence of an open market for corporate control? Between...

Survey of Senior M&A Executives

Posted on September 24, 2009
Key findings of Nixon Peabody's senior executive M&A survey include: Mid-market deals under $250 million are expected to dominate over the next 12 months, with the industrial and financial services segments most likely to generate the highest volume of opportunities...

Perot Systems Employee Charged With Insider Trading

Posted on September 24, 2009
...well, that was quick. From the SEC's litigation release this morning: The SEC alleges that [Reza] Saleh made increasingly large purchases of Perot Systems call options contracts based on material, non-public information that he learned in the course of his...

Travis Laster Confirmation Hearing

Posted on September 23, 2009
From yesterday's confirmation hearing as reported by the Sussex Countian: ?For the past 13 years the vast majority of my practice has been before the Court of Chancery,? he said, adding that he understands not only the legal precepts that...

Adams Analyzes the Oracle/Sun Agreement

Posted on September 23, 2009
Ken Adams makes his case for better drafting of merger agreements, using last Spring's Oracle/Sun transaction as an example. Here's the agreement so you can follow along. -bjmq

Perot Systems Option Trading Raises Questions

Posted on September 22, 2009
By way of warning, I tell students in my Acquisitions Workshop that it's always a bad to start your legal career by engaging in insider trading. Then we launch into a discussion of the David Li (News Corp/WSJ case) and...

Massa and Zhang on Cosmetic Mergers

Posted on September 22, 2009
Massa and Zhang's Cosmetic Mergers: The Effect of Style Investing on the Market for Corporate Control is appearing in the current Journal of Financial Economics. Here's the abstract. Abstract: We study the impact of ?style investing? on the market for...

Travis Laster Confirmed to Chancery Court

Posted on September 22, 2009
Congratulations to Vice Chancellor J. Travis Laster on his confirmation this afternoon. -bjmq

Air Coming Out of Marvel Acquisition?

Posted on September 21, 2009
I hope no one over at Disney was really surprised when Marvel received 45 copyright termination notices from the family of Jack Kirby last Wednesday. I mean, even I, if prodded, remember that there was bad blood between Marvel and...

Legal Scholarship and Contractual Complexity

Posted on September 20, 2009
Over at the Conglomerate, guest blogger Afra Afsharipour has a couple of posts (here and here) dealing with the sparseness of legal scholarship on contractual complexity. Prof. Afsharipour, who practiced as a corporate lawyer for seven years before she began...

Business and Tax Law Prof's Wanted - Boston College

Posted on September 19, 2009
BC is hiring! Here's the ad: Boston College Law School expects to make faculty appointments in subject areas that are likely to include: business law (corporations, securities regulations, corporate finance, mergers and acquisitions, accounting for lawyers), tax law, and family...

Colbert on Corporate Speech

Posted on September 18, 2009
And here's the thing - he's right on Santa Clara County v Southern Pacific Railway! Hooray for smart corporate/constitutional comdey. -bjmq

Post- Closing Purchase Price Adjustments

Posted on September 18, 2009
Agreements to purchase private companies often include a post-closing purchase price adjustment (generally based on closing working capital versus some agreed upon target). In an effort to ascertain current market practice, White & Case surveyed 87 private company purchase agreements...

Media Ownership Rules Pop Up as an Issue

Posted on September 18, 2009
With the current state of the economy, creditors are being forced to think about taking equity positions in debtors. In most sectors that doesn't present a problem, but an article in today's WSJ points to the media sector where this...

CVS Gets Another Look

Posted on September 17, 2009
A number of members of Congress and pressure groups have apparently started pushing the FTC to give the CVS/Caremark merger from two years ago another look. This reminds me of a question a student raised in my M&A class last...

Be careful out there

Posted on September 17, 2009
Cautionary tales about catastrophic typos, due diligence errors and the like help focus the senses. Here?s one from Law Shucks: One of the primary responsibilities of junior M&A associates in due diligence is to review material contracts for assignability and...

Gods at War

Posted on September 17, 2009
Steven Davidoff's book, Gods at War, will be coming out soon and is available for pre-order. The NY Times adapted a portion of it in today's paper here. In that selection The Deal Professor asks a relevant question: what the...

Laster Hearing Set

Posted on September 16, 2009
The Senate Executive Committee will meet to consider the nomination of Travis Laster at 1 p.m. hearing on September 22. At 4:00pm following the nomination hearings, the full Senate will be called into session, presumably to vote on the nominations....

Top-Up Option Math

Posted on September 15, 2009
Just going over some older posts, and I ran across The Deal Professor?s excellent post on top up options. I think it?s worth adding that if you?re going to counsel your clients that a top up option is ?standard? in...

Adams and Superfluous Recitals

Posted on September 14, 2009
Ken Adams -- name sound familiar? It should, because if you're like me a dog-eared copy of his Manual of Style for Contract Drafting sits on a shelf in your office -- anyway, he has a good post on his...

Time to Rethink M&A?

Posted on September 14, 2009
"It's high time we stand back and completely revamp the basic terms of M&A papers, eliminating the boilerplate that is never relevant in the real world and advancing concepts that actually work when markets turn or expectations change. The technology...

Rakoff Rethinks Corporate Liability

Posted on September 14, 2009
"It is not fair, first and foremost, because it does not comport with the most elementary notions of justice and morality, in that it proposes that the shareholders who were the victims of the Bank's alleged misconduct now pay the...

Business Law Prof Wanted - University of Florida

Posted on September 13, 2009
The University of Florida Fredric G. Levin College of Law seeks to fill up to three tenure track faculty positions. The anticipated starting date is the Fall Term of 2010. At this time, we anticipate needs in the following areas:...

It's worth remembering today.

Posted on September 11, 2009

Davidoff on Selection of Governing Law

Posted on September 10, 2009
Steven Davidoff - The Deal Professor - has a new paper with Matthew Cain in which they evaluate the selection of choice of law provisions in merger agreements and find that Delaware dominates: Delaware's Competitive Reach (SSRN). Abstract: We evaluate...

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