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Post Frequency: 6.5/day

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

?Vigorous Antitrust Enforcement? Begins

Posted on May 29, 2009
A couple of days ago, Michael posted about the renewed interest in ?vigorous antitrust enforcement? by the Obama Administration. Over the last couple of days there has been some movement on this front. The WSJ reports today that the FTC...

Deals from Hell, cont

Posted on May 28, 2009
For the sake of completeness Time Warner announced the spin-off of AOL this morning. Either the board meeting started really early, or they didn't have much to talk about. Here's the press release. - bjmq

Matching Rights in Merger Agreements

Posted on May 28, 2009
Rights of first refusal in merger agreements are a little bit of a hobby horse of mine. Except for papers by David Walker (here) and another by Marcel Kahan (here) they don?t get much attention. This is always a bit...

Interview with Justice Jacobs

Posted on May 27, 2009
J.W. Verret's interview with Delaware Supreme Court Justice Jacobs is here. It's worth your time. Below is a link to the recent Brennan Lecture on the State Courts at NYU Law School given by Justice Jacobs in February 2009. His...

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The Kauffman Foundation Wants to Friend You

Posted on May 27, 2009
"The Kauffman Foundation invites scholars who are interested in discovering new insights into the field of entrepreneurship to join a group on Facebook for entrepreneurship scholars to connect and interact. View/join the Kauffman Entrepreneurship Scholars group at: http://www...

Deals from Hell

Posted on May 27, 2009
In his book, Deals from Hell , Robert Bruner catalogs many of the worst M&A deals of recent memory. These deals are great for teaching purposes -- mostly to help students get a handle on how and why parties do...

Merger Pricing

Posted on May 26, 2009
Baker, Pan, and Wurgler recently posted a paper, The Psychology of Pricing in Mergers, analyzing the pricing of mergers. They conclude that the 52-week high provides an important psychological anchor in the pricing of mergers. This paper got a nice...

Delaware Weighs in on Poison Puts

Posted on May 26, 2009
The credit crisis has brought the issue of the poison put to fore. A "poison put" is a change of control provision in an indenture that prevents a debtor from having its board replaced as a consequence of a hostile...

OTS Approves Bank Purchase by a Consortium of Private Equity Firms in Switch of Policy

Posted on May 26, 2009
The Office of Thrift Supervision recently approved the purchase of a thrift (BankUnited FSB) under its supervision by a consortium of private equity firms. This decision makes the OTS the first bank regulatory authority to approve the acquisition of a...

Rubinovitz on Fixed Costs

Posted on May 25, 2009
Robert Rubinovitz's paper, "The Role of Fixed Cost Savings in Merger Analysis" is now appearing in the Journal of Competition Law & Econ. Here's the abstract: Among the many motivations for mergers, clearly one of the more important considerations is...

Faculty hiring opportunity -- M&A prof wanted

Posted on May 23, 2009
Albany Law School is looking to hire an entry level business law type in the upcoming hiring season. Here's their pitch: Albany Law School seeks candidates for a full-time, tenure track position teaching courses in business law, regulatory compliance, and...

Chancery Court rejects challenge to Atmel pill

Posted on May 22, 2009
Chancellor Chandler rejected a challenge of Atmel Corp.'s amended poison pill/shareholder rights plan. The shareholder challenge arose in response to the board of Atmel's decision to reject an unsolicited three-way offer from MicroChip Tech and ON Semi in October 2008...

SEC Shareholder Access Proposal

Posted on May 21, 2009
The SEC has announced proposed rules to amend Exchange Act Rule 14a-8(i)(8). Video of Chaiman Schapiro 's opening statement is here. This amendment will allow certain shareholders to use the corporate proxy machinery to nominate directors. Shareholders who hold their...

Why deals died

Posted on May 20, 2009
Lawyers at Gibson, Dunn examined the 70 U.S. deals identified by Thomson Reuters' as"withdrawn" in 2008. The two largest causes of the busted deals? No surprise here: (1) almost 40% of the deals fell apart because of a deterioration in...

Vice Chancellor Lamb @ NYU

Posted on May 20, 2009
Vice Chancellor Lamb recently gave a talk at NYU School of Law reflecting on his time on the court, the influence of Bill Allen and the current market turmoil. Watch it here: - bjmq

Porsche - VW fun

Posted on May 20, 2009
The on-again-off-again deal between Porsche and VW is apparently back on again. Both sides agreed to get back to negotiating a deal after having temporarily called the whole thing off just a couple of days ago (here). I like this...

European Earnouts

Posted on May 19, 2009
A new report out of Europe notes that 17% of transactions announced in the fourth quarter of 2008 -- a period of great instability included earnout provisions. Earnouts are a very tricky business. Vic Goldberg at Columbia has looked at...

The Match King - Summer Reading

Posted on May 19, 2009
The current financial crisis will no doubt give rise to a host of new regulations that will affect corporate law, securities law, M&A, etc. It's worth taking a second to think about the last financial crisis of this magnitude and...

Contingent Value Rights and the new M&A

Posted on May 18, 2009
That the credit crisis has created a challenging deal environment is an understatement. Firms that might otherwise have been in the market as a acquirers are unable to secure the credit necessary to make deals happen. Potential sellers are sitting...

Welcome Back!

Posted on May 18, 2009
This blog has been silent for a few months now, but silent in a good way. Steve Davidoff, who got this blog going, has gone on to much bigger and better things and now reaches a very broad audience through...

Major Antitrust Enforcement Policy Shift Announced: DOJ To Take Aim at Market Leaders

Posted on May 18, 2009
In her first public remarks as chief antitrust enforcer, the newly installed Assistant AG, Christine Varney, announced that the Antitrust Division is reversing the prior administration?s policy with respect to enforcement of Section 2 of the Sherman Act...

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