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Corporate & Securities Law

Truth on the Market

Academic commentary on law, business, economics and more.

Post Frequency: 39.9/day

Last Entry: April 01, 2011 at 00:51:38

So you are a gay lawyer . . .

Posted on August 20, 2010
Where do you get the best benefits? A friend who is speaking at a career fair for LGBT lawyers sent me a list of the benefits provided by major legal employers. You can find it here. Since I’m not gay or looking for work, the thing I find most interesting about the chart is that [...

Agencies Release New Horizontal Merger Guidelines

Posted on August 19, 2010
Here. Comments to follow from myself and others. So far, they look pretty similar to the proposed Guidelines on a quick read-through, but I’m still working my way through. Filed under: antitrust, merger guidelines, mergers & acquisitions

Brokers as fiduciaries

Posted on August 19, 2010
One of Dodd-Frank’s major gifts to lawyers is Section 913(g), titled “authority to establish a fiduciary duty for brokers and dealers.” The section authorizes the SEC to create a standard of conduct for broker-dealers and investment advisers when providing personalized investment advice about securities to retail customers ...

Joe Grundfest wins Pileggi Award

Posted on August 19, 2010
Congratulations to Professor Joe Grundfest of Stanford Law School for being selected to present this year’s 26th Annual F.G. Pileggi Distinguished Lecture in Law. It is a great event and I highly recommend attending. If by chance you can’t make it, be sure to read the resulting article in the Delaware Journal of Corporate Law, [...

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Delaware and the market for LLCs

Posted on August 18, 2010
Over at the Glom’s Junior Scholar Workshop Bob Lawless, Gordon Smith and I discuss Mahsen Manesh’s Delaware and the Market for LLC Law: A Theory of Contractibility and Legal Indeterminacy. This paper argues that Delaware’s lower, flatter charges for LLCs than for corporations indicate its lack of market power in the market for LLCs...

Top Ten Books in Corporate Governance

Posted on August 18, 2010
(Law Review Editors take note, my recent submission mentioned in the following post, titled: “Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank” is still in the process of negotiating for a permanent Law Review home, although the expedite process is getting very hot...

Why Take Antitrust? (Fall 2010 Edition)

Posted on August 17, 2010
In what has become an annual affair, around this time of the year, I like to make the case for law students to take antitrust. Each year, the post is edited and tweaked a little bit. So, without further ado, here is this year’s edition of “Why Take Antitrust?” As the start of the new [...

Another judge blasts the SEC

Posted on August 17, 2010
When the SEC announced its settlement with Citigroup a couple of weeks ago, I said: The SEC has reached another peculiar settlement, this time $75 million from Citigroup, plus fines against executives. As with the Goldman settlement, Citigroup didn’t admit fraud, or even, as in that case, a mistake...

Terrorism Finance Meets Business Associations

Posted on August 17, 2010
Now that TOTM has the world’s leading alternative entity scholar on the roster, and our blog traffic is hitting all-time highs, I thought it would be a good time to share a link to my most recently published paper, Terrorism Finance, Business Associations, and the “Incorporation Transparency Act...

State Antitrust Law in Action

Posted on August 16, 2010
A predatory pricing case in California under Section 17043 results in a $21 million fine awarded to one newspaper, the Bay Guardian, in a suit against a competitor, San Francisco Weekly (HT: Reason). The suit alleged that the SF Weekly was selling advertising below cost for the purpose of harming a competitor...

The Countrywide cases

Posted on August 14, 2010
The WSJ today covers the legal battles surrounding Countrywide Financial. The story is about the effort to hang somebody for the financial crisis. It also reveals much about the problems of criminalization of corporate agency costs, the politicization of criminal justice, and financial reform...

Why lawyers?

Posted on August 13, 2010
This is the real topic of Kenneth Anderson’s brief and more modestly titled Do Lawyers and Law Professors Have Any Comparative Advantages in Opining on Financial Regulation Reform? A Brief Essay. Anderson wonders whether “the skills of the lawyer and law professor are, at most, those of scribe seeking clearly to write down policy positions [...

Another special rule for Steve Jobs

Posted on August 13, 2010
I’ve written about the Apple rule. Here’s another version: “License plates? I don’t need no stinkin license plates.” Filed under: corporate crime, executive compensation

The Law Market and U.S. law firms

Posted on August 13, 2010
According to an article in Corporate Counsel (HT Law Blog), a recent survey suggests U.S. law firms are losing international business to the Brits: About 53 percent of the companies use English law for international work, while only 34 percent use U.S...

Overrule the Slaughterhouse Cases

Posted on August 13, 2010
Should monks be permitted to make and sell caskets without a license from the State of Louisiana? This is essentially the issue in a case now pending in federal district court in Louisiana. The issue is a constitutional one — does the Fourteenth Amendment protect economic liberties? The Supreme Court, in a series of three [...

Raising Objectivists

Posted on August 13, 2010
I’ve read and enjoyed all of Ayn Rand’s fiction, especially “We the Living,” but I’ve always wondered how I can convey her ideas to my children before they are able to read the books for themselves. What is a Randian to do when the hippies at the local playground sermonize about sharing and winning not [...

The president’s promises

Posted on August 13, 2010
Larry Lessig condemns the president (from the Left) for breaking his promise to change the way Washington works. After listing promise after promise to take on the lobbyists and “special interests,” Lessig concludes: Obama’s strategy as president has not been to “change the way Washington works...

A great Chicago tradition

Posted on August 13, 2010
Students at the University of Chicago Law School may participate in a great tradition called the Greenberg seminar. The seminars are led by two professors, and the meetings take place in the homes of the professors. Food and drink are served. The seminar revolves around a theme, sometimes law related and sometimes not...

More on getting rid of LLC fiduciary duties

Posted on August 12, 2010
I have frequently discussed the ongoing jurisprudential drama in Delaware on how firms can avoid fiduciary duties. The basic setup here is that Delaware allows LLCs and other unincorporated firms to completely eliminate fiduciary duties. But they have to do it carefully...

The CARE Act and State Regulation of Alcohol Distribution: The Competitive and Social Effects of Post and Hold Laws

Posted on August 12, 2010
In an earlier post on the CARE Act, I highlighted the fact that the law would essentially immunize state laws regulating the distribution and sale of beer, wine and liquor wholesalers from challenge under the Commerce clause and the Sherman Act. For more details on the CARE Act, see the earlier post, but the bottom [...

Do consumers need a license to shop?

Posted on August 12, 2010
A question I ask in my latest Forbes.com column. Filed under: truth on the market

Corporations are not Republicans

Posted on August 12, 2010
As I’ve noted elsewhere, corporations are not generally ideological entities. Companies, acting through their managers, want to maximize the value and welfare of themselves, and whatever politics is needed to do this will be their politics of the moment...

A Gold Standard for the Modern Era

Posted on August 12, 2010
The Federal Reserve has been working with other international banking regulators in the Basel III process to alter bank capital reserves so that they are no longer pro-cyclical and based on unrealistic assumptions about economic growth during bull markets...

The unexpected expected consequences of financial reform

Posted on August 11, 2010
The LA Times expresses surprise that Goldman Sachs will come out quite well from financial reform. Who did they think was calling the shots in Congress? Consumers? Investors? How badly were accountants, the culprits in the last financial meltdown, hurt by Sarbanes-Oxley? Most notably, the LA Times is shocked Goldman is not actually going to [...

The (deficit) spender of last resort

Posted on August 10, 2010
Todd posts below about the $26 billion bill before the US House today as a gift to teachers (or perhaps more accurately, teachers unions). In reality, only $10 billion of the funds is specifically slated to rehire laid off teachers and some other public employees...

Save the bureaucrats!

Posted on August 10, 2010
The House convenes today to pass a $26 billion gift to teachers. Who can be against paying teachers? Me. I believe passionately in education, not just for my kids but for everyone. I’m a teacher, after all, and I gave up far more lucrative endeavors to do this thing I believe in...

Food for thought, but don’t believe the label

Posted on August 10, 2010
“People who read food labels such as the Nutrition Facts Panel, ingredient lists or serving size are more likely to have healthier diets than those who do not read labels, according to a new study appearing in the August issue of the Journal of the American Dietetic Association...

Market vs. regulatory incentives for whistleblowing

Posted on August 09, 2010
The Financial Times notes that New US whistleblowing incentives within the Dodd-Frank financial reform act ? that could net informants multimillion dollar pay-outs ? are likely to generate a surge in allegations against US-listed companies and Wall Street banks, lawyers say...

Market constraints on corporate speech

Posted on August 09, 2010
In the wake of the Citizens United decision I responded to the argument that empowering corporation would distort political debate in part by noting that “[f]or-profit firms are limited in their ability to invest in politics for the simple reason that they can’t stay in business over the long run if they lose money...

Will an m & a boom save Big Law?

Posted on August 09, 2010
John Carney thinks a recent notable move of prominent banking partners from Latham to Milbank might signal that “debt financing for takeovers is about to take off,” just as it did when the same team moved from Skadden to Latham in 2004. This would also be consistent “with corporate cash piling up to record levels...

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