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

Hummer: Mark your calendars

Posted on June 30, 2009
Recent reports suggest that Tengzhong Heavy Industrial Machinery is in discussions with the Chinese government over its proposed acquisition of the Hummer brand, dealerships and AM General production contract (for the H1/H2 model). Since GM recently announced it will be...

BAC's "MAC-Attack"

Posted on June 27, 2009
I received a couple of questions offline about Lewis? ?MAC-attack? and whether a MAC claim would have plausible (who knew we had readers in Europe?!). The strength of a potential MAC claim by BAC was well covered by Steven a...

BAC-ML: The E-Mail

Posted on June 26, 2009
The internal e-mail disclosed as part of the House Oversight Committee's hearings on the BAC/Merrill deal make for some interesting reading. In the exchange below Scott Alvarez, General Counsel for the Federal Reserve Board, lays out the major legal issues...

SEC Commissioner Paredes' View on Shareholder Access

Posted on June 24, 2009
Commissioner Paredes shared his dissenting view on the new shareholder access proposal in a speech before the Chanber of Commerce yesterday. The text of the speech is here. He argues that states are best able to tailor approaches to the...

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More Signs that the Hummer Deal Will Not Happen

Posted on June 24, 2009
So, GM just announced that it will close its Shreveport, LA plant. That's the plant that assembles the Hummer H3. OK, I suppose that means GM and Tengzhong Heavy won't be signing much of a transition services agreement for the...

Yahoo Shareholder Litigation Settled

Posted on June 23, 2009
In anticipation of a potential hostile approach by Microsoft last year, Yahoo adopted a "tin parachute" severance plan. The "tin parachute" is a company-wide severance plan that makes payments to employees who lose their job following a change in control...

Earnouts

Posted on June 23, 2009
Suppose a buyer is negotiating the terms of a potential acquisition of a family business when the parties encounter an issue over valuation. The seller?s projections show 500% growth over the three years following the sale. However, the buyer doubts....

Visiting Assistant Professor opportunity

Posted on June 22, 2009
The University of Tennessee College of Law is inviting applications for a one semester visiting faculty position to commence in the Spring Semester of 2010, to teach Business Associations and a business law related course through the Clayton Center for...

3(a)(10) Fairness Hearings

Posted on June 19, 2009
This digression will be familiar to California lawyers, but maybe a little foreign for others. When doing a deal for stock, it is key that the stock be registered with the SEC so that recipients can freely trade it. This...

Obama Administration?s proposal for Financial Regulation

Posted on June 18, 2009
Here?s a good summary of the Obama Administration?s proposal for Financial Regulation edited by my partner Charles Dropkin

Chancellor Chandler to get another term

Posted on June 18, 2009
Governor Markell of Delaware announced today that he plans to nominate Chancellor Chandler to a second term as Chancellor. Chancellor Chandler has been serving in the Chancery Court since 1989 and as Chancellor since 1997. -bjmq

Breaking the Bank

Posted on June 17, 2009
Last night's Frontline episode gives a blow-by-blow of the BoA/Merrill deal in crisp Frontline style. Watch it over lunch at your desk. For those of you keeping score at home, the material adverse change language is from the merger agreement...

The Original Shareholder Activists

Posted on June 16, 2009
The proposed shareholder access rules and the debate surrounding the role of shareholder activists got me thinking. Some opposed to increased shareholder power paint pictures of the end of capitalism that will come when shareholders force boards to adopt unwise...

Huntsman-Hexion Trial

Posted on June 15, 2009
Stephen Davidoff, the Deal Professor, is live-blogging the Huntsman trial this morning. If you have time, make sure to drop by. -bjmq

Proposed Shareholder Access Rules Available for Comment

Posted on June 15, 2009
While I was out on the road last week, the SEC posted its proposed shareholder access rules for comment. The 250 page proposed amendments to the proxy rules are here and the form for submitting comments (due by Aug 17,...

Are PE IPOs Shareholder Friendly?

Posted on June 12, 2009
Yesterday, the Deal Book had a story about a study commissioned by the Investor Responsibility Research Center Institute. The story reports the major conclusion of the study is that buyout firms generally do not establish more shareholder-friendly corporate governance policies...

CSL-Talecris Agreement Terminated

Posted on June 09, 2009
CSL Limited announced this morning that it was pulling its HSR filing and is terminating its merger agreement with Talecris following a challenge by US antitrust authorities. The CSL-Talecris deal was one of the very first transactions to be challenged...

On the road this week

Posted on June 09, 2009
First, thanks to Steven Davidoff for the mention on his Deal Professor Blog today. Hopefully, Michael and I will be able to add to the discussion. Second, I'll be traveling for the rest of the week and won't be posting...

Gilson and Kraakman - The Directors Guild

Posted on June 08, 2009
Ronald Gilson (Stanford/Columbia) and Reinier Kraakman (Harvard) make the case for stronger boards in today's New York Times. In particular, they argue that the Treasury should set up (or at least rely on) a clearinghouse to help identify idependent director...

Slow-Motion Trainwreck

Posted on June 08, 2009
OK, I have to admit that I am fascinated at the slow-motion train wreck that is the proposed sale of Hummer to a Chinese company in the foothills of the Himalayas. I understand that GM and its advisors are just...

Supreme Court Stalls Chrysler Sale

Posted on June 08, 2009
Supreme Court of the United States No. 08A1096 INDIANA STATE POLICE PENSION TRUST, ET AL., Applicants, v. CHRYSLER LLC, ET AL. ORDER UPON CONSIDERATION of the application of counsel for the applicants, and the responses filed thereto, IT IS ORDERED...

What about Chinese approval?

Posted on June 05, 2009
The proposed acquisition of Hummer is a bit of an odd deal. In addition to the (non)issue that Hummer builds a civilian version of the Humvee, which may cause some US-based political questions ? there is now also the issue...

Reverse termination fees

Posted on June 04, 2009
Buy-side optionality in merger agreements is an area of a lot of interest these days. I know Steven has spent time on this blog and over at The Deal Professor blog thinking about it, particularly in the context of financial...

M&A Resource for Young Lawyers

Posted on June 03, 2009
So maybe you?re a newly minted JD studying for the bar. Have you given any thought to what you might want to read on your now extended bar trip? I mean, when you show up for your first day of...

CFIUS Filing for Hummer Deal?

Posted on June 02, 2009
OK, so GM went the way of Chrysler and filed for bankruptcy yesterday. Earlier this morning there was an announcement by GM?s management that it had entered into an MOU with a mysterious unidentified potential buyer for its Hummer division....

More Fuel for Shareholder Access Debate

Posted on June 02, 2009
The real question regarding the shareholder access debate is whether once shareholders have the power to nominate minority directors whether they will use it for good or ill, or at all. Yair Listokin has a paper, ?If You Give Shareholders...

Graduation season and Bernanke's commencement address

Posted on June 01, 2009
A second away from M&A to note that it's graduation season at most law schools. Ben Bernanke, chairman of the Federal Reserve, gave the commencement address at this year's graduation here at Boston College Law School. It was a nice...

DGCL 303 and Sales of Substantially-All-the-Assets in Bankruptcy

Posted on June 01, 2009
Almost lost in the big news of the day that GM has filed for bankruptcy (bankruptcy petition here) was the announcement that over the weekend Judge Gonzalez approved the sale of substantially all the assets of Chrysler in bankruptcy to...

AALS Mid-Year Meeting

Posted on June 01, 2009
On Wednesday, June 10, 2009, I'll be speaking at the Conference on Business Associations at the annual AALS Mid?Year Meeting . Here are the details: "Perspectives from Practice 9:00 ?10:15 a.m. James D.C. Barrall, Global Chair, Benefits and Compensation Group,...

The Art of Leaving in High Time

Posted on May 30, 2009
Robert F. Bruner has graciously sent his thoughts on the recent announced spin-off of AOL from Time Warner. Dr. Bruner is Dean and Charles C. Abbott Professor of Business Administration and Distinguished Professor of Business Administration at the Darden Graduate...

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