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

Another Lesson for Young M&A Lawyers

Posted on July 29, 2009
I?ve told students in my Acquisitions Workshop repeatedly that insider trading is no way to start a long and fruitful career. Of course, none of them think that they?ll be so stupid as to do anything like that. But I...

What must a Board do to satisfy its Revlon duties?

Posted on July 29, 2009
Milbank, Tweed reviews the decision of the Delaware Court of Chancery in Police & Fire Ret. Sys. of the City of Detroit v. Bernal, et al. and concludes [The Delaware Supreme Court?s recent decision in Lyondell Chemical Company v. Ryan]...

Vice Chancellor Lamb's Last Day

Posted on July 29, 2009
Vice Chancellor Stephen Lamb served his last day yesterday, Tuesday. According to the WSJ, he'll be starting at Paul Weiss today. He'll be opening their Wilmington office. Good luck! -bjmq

Ticketmaster-Live Nation Fireworks

Posted on July 28, 2009
Yesterday, Rep. Bill Pascrell (D-Springsteen) sent a letter to Assistant Attorney General Christine A. Varney urging her to investigate the pending merger between Ticketmaster Entertainment, Inc. and Live Nation, Inc. for anti-trust law violations. The letter was co-signed by 50...

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Activision Litigation ? Game Over

Posted on July 27, 2009
Last week Chancellor Chandler dismissed Wayne County Employees? Retirement System v Corti (the Activision litigation). The plaintiffs in the case made a number of claims ? you can probably guess what they were. What caught my eye in the opinion...

M&A Market Trends Subcommittee

Posted on July 27, 2009
At the Chicago meeting of the M&A Market Trends Subcommittee of the ABA Business Law Section(scheduled for 10:00 a.m. to 11:30 a.m., local time, on Saturday, August 1st): Jennifer Muller of Houlihan Lokey will discuss deal stats for the first...

Subcommittee on Proxy Statements and Business Combinations

Posted on July 25, 2009
The ABA's Business Law Section's subcommittee on Proxy Statements and Business Combinations will meet on Monday, August 3, at 9:30 am. Michele Anderson, Chief of M&A in the Division of Corporation Finance of the SEC is scheduled to discuss various...

As the Engine Turns ? VW/Porsche Saga Nears End

Posted on July 24, 2009
Over at post-bankruptcy GM and Chrysler decisions are now being weighed studiously on whether or not shedding this division or that brand contributes to the bottom line and increased efficiency. It?s all so heartening for those who look at the...

For Sale ? One Slightly Used Baseball Team

Posted on July 24, 2009
The New York Times announced in its earnings call yesterday that it expects to sell its 18% stake in New England Sports Ventures, which among things owns the Boston Red Sox by January 2009. I?m starting a collection. -bjmq

Earnouts and Private Targets

Posted on July 23, 2009
Surprise! As information asymmetries with respect to valuation of a target increase, parties are more apt to rely on earnouts to bridge the valuation gap. Contingent Earnouts in Acquisitions of Privately Held Targets by Ragozzino and Reuer is appearing in...

Empty Voting and 13D Filings

Posted on July 22, 2009
Been off doing summer-like things for the last few days. Hey, it?s summer! The WSJ reports today that SEC has fined Perry Corp $150,000 in connection with its failure to file a timely 13D following its acquisition of nearly a...

Lessons From the Cuban Insider Trading Decision

Posted on July 22, 2009
Courtesy of Fried, Frank. MAW

Rehoboth Beach Reading

Posted on July 14, 2009
Wondering what to read during your next weekend at the beach? The latest Nora Roberts or Catherine Colter novels not attracting your attention? Or maybe like me, your local bookstore for some reason doesn't carry the latest Glenn Beck tome?...

M&A in China - Lessons from Rio Tinto?

Posted on July 13, 2009
Prof. Donald Clarke over at the China Law Prof Blog has some thoughts on the Chinese arrests of four Rio Tinto employees for "espionage" following the collapse of the Chinalco/Rio Tinto transction last month. He thinks its a serious and...

More on Training Lawyers

Posted on July 10, 2009
Over at Akron Law Caf�, Professor Stefan Padfield blogs about my remarks on training transactional lawyers given at the AALS's midyear meeting focusing on business law. (Usha Rodrigues previously commented on these remarks over at TheConglomerate). Unrelated to my remarks,...

New GM Press Conference

Posted on July 10, 2009
The GM 363 transaction will close this morning. Listen in to the webcast/press conference announcing the New GM at 9:00AM (ET). The call-in number to listen is: 800 230-1093 (U.S.) +1- 612 332-0107 (international/caller-paid) No access code is required The...

Hamline -- Director of Business Law Center

Posted on July 10, 2009
Hamline University School of Law (HUSL) seeks a founding Director for its new center in Business Law. Building upon HUSL?s existing strengths, the Director will have substantial opportunity to develop the center?s focus and direction. Current curricular offerings include a...

Broadcom-Emulex Litigation and a Collection of Strine Musings

Posted on July 09, 2009
In the Broadcom-Emulex battle that was before Vice Chancellor Strine earlier this week, Vice Chancellor Strine took Broadcom to task for ?punking out? by walking away from the litigation and structuring its offer in a way that prevents the court...

Get the DGCL on Your Blackberry

Posted on July 09, 2009
Have you ever been at a meeting and need a provision of the DGCL with no statute at hand? Well, the Delaware law firm of Potter Anderson has come to the rescue with a very cool (well cool to a...

A Hostile "Mini-Wave"?

Posted on July 07, 2009
Steven Davidoff over at the Deal Professor has been doing a great job following the in's and out's of the legal issues related to the ongoing NRG/Exelon battle so I haven't spent much time on this trasnaction (here, here, here,...

FDIC Approves Proposed Policy Statement on Investor Qualifications for Failed Bank Acquisitions

Posted on July 07, 2009
On July 2, the FDIC released a Proposed Policy Statement on Qualifications for Failed Bank Acquisitions. The purpose of the release is to provide private investors, including private equity funds, with guidelines regarding the terms and conditions of investments or...

GM 363 Sale Approved

Posted on July 06, 2009
The following documents have been released by the court overnight: 1. The Decision On Debtors Motion For Approval Of (1) Sale Of Assets To Vehicle Acquisition Holdings Llc; (2) Assumption And Assignment Of Related Executory Contracts; And (3) Entry Into...

What Law Schools Should Teach Future Transactional Lawyers

Posted on July 06, 2009
I just posted the first draft of an edited version of my remarks given at the 2009 mid-year meeting of the AALS Conference on Business Associates. It's available for download here. Here's the abstract: Since at least the 1980?s, law...

Help Wanted: Vice Chancellor, Republicans Only

Posted on July 06, 2009
Delaware's Judicial Nominating Committee recently posted a job opening for a Vice Chancellor to replace retiring Vice Chancellor Stephen P. Lamb (Huntsman v Hexion, San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, among many others) Delaware's courts are...

Korea Introducing the ?Poison Pill System?

Posted on July 04, 2009
If the interlocking ownership structures that characterize the chaebol system didn?t already make it hard enough for the market for corporate control to operate in Korea, the Ministry of Justice is apparently moving quickly to legalize the use of shareholder...

Can Secured Creditor Foreclose on Substantially All the Assets of a Debtor without Stockholder Approval?

Posted on July 03, 2009
An interesting question appeared in my in-box a few days ago from the ABA?s Private Equity/Venture Capital Listserve. Here is a somewhat edited version (thanks to Peter Sugar for helping me refine the question): Creditor makes a loan to Debtor....

Primer on the Tender Offer rules from Morrison Foerster

Posted on July 02, 2009
Can be found here.

DOJ Wakes Up to Antitrust

Posted on July 02, 2009
In a previous post, Mike noted that US antitrust authorities have a adopted a more aggressive enforcement stance following the change of administrations. There's another example of the more vigorous enforcement attitude this morning. According to the WSJ, the DOJ...

SEC Considering New Director Rules

Posted on July 01, 2009
According to Bloomberg, the SEC commissioners will meet today to consider proposing "Armstrong celebrity" director rules. The webcast of the meeting, set to start at 10AM (ET), is here. More disclosure about director nominees and their qualifications is probably a...

Waxman on Lyondell

Posted on June 30, 2009
In their article The Delaware Supreme Court Puts to Rest the Conflation of Bad Faith and Due Care Arising Out of Ryan v. Lyondell Chemical Co., just published in Securities Litigation Report, my good friend Eric Waxman and his co-author...

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