Truth on the Market: Corporate & Securities Law

Home -> Law Blog Directory -> Corporate & Securities Law Blogs

OR PHONE (866) 635-1838 for Bankruptcy Help, (866) 635-6190 for Divorce,
(866) 635-2689 for Personal Injury or (866) 635-9402 for Criminal Defense

Find a Local Lawyer

Bankruptcy (866) 635-1838
Divorce (866) 635-6190
Personal Injury (866) 635-2689
Criminal Defense (866) 635-9402

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

Paul Krugman spouting nonsense

Posted on August 09, 2010
In this morning?s New York Times, Professor Paul Krugman laments the state of America, and, as a remedy, proposes . . . surprise! . . . more government spending. He writes: ?When we save a schoolteacher?s job, that unambiguously aids employment; when we give millionaires more money instead, there?s a good chance that most of [...

What’s Missing from Tyler’s IO Reading List

Posted on August 09, 2010
Tyler Cowen has posted the reading list for his 2010 Industrial Organization class in the George Mason economics department. He asks for recommendations. Below the fold are my suggestions to supplement Section I or II of Cowen’s reading list. The first order of business is getting Coase, Klein, Crawford Alchian (1978), Alchian and Demsetz (1972) [...

Proxy Access At Long Last, & Introducing PA Defense # 5: Whitemail

Posted on August 09, 2010
Reports indicate that the SEC is going to vote on proxy access August 25. The vote will be 3-2 in favor of proxy access. The SEC first considered a proxy access rule in 2003 but never voted on it. Prof. Harvey Goldschmid, now at Columbia Law and then a Commissioner at the SEC, was the central [...

Union-boss compensation

Posted on August 09, 2010
There are hundreds and hundreds of academic articles in law, finance, economics, business, and other social sciences discussing the issue of executive compensation broadly and down to the smallest detail. There are none — actually, one working paper in draft form on one issue — that I can find on the issue of how much [...

To access this complete feed in the blog feed reader login or register for free.

HP: the adventure continues

Posted on August 08, 2010
When I last discussed HP, I reflected on the spectacular failure of independent board governance associated with pretexting-gate. That, you might recall, was Patricia Dunn’s highly questionable covert-op that epitomized the general board dysfunction that can accompany independent director governance of modern corporations...

The Proposition 8 decision and the law market

Posted on August 05, 2010
This market/business oriented blog will only contribute a few of the zillions of words that will be written on this case. I will, of course, focus on the market aspects ? that is, the market for law. I have previously discussed same sex marriage in the context of the U...

Copyright Conundrum

Posted on August 04, 2010
Earlier this year, the US Supreme Court granted a writ of certiorari to Costco in the case of OMEGA SA v. Costco Wholesale Corp. (541 F. 3d 982 (2008)). At issue is whether the ‘first sale doctrine’ of US copyright law (17 U.S.C. § 109(a)), which limits the copyright owner’s ability to restrict distribution of [...

The FTC Gets in Intel’s Business

Posted on August 04, 2010
One of the first reactions I had when reading the settlement is that it is quite striking how much and at what level of detail the settlement micro-manages Intel’s business decisions. Lets consider a just a handful of provisions and look at the language in the settlement...

Some Perspective on the Intel Settlement

Posted on August 04, 2010
Let me add on a few brief observations on the Intel settlement to Dan’s earlier comments, with which I largely agree. There is a lot to say about the settlement: the predatory design aspects, Section 5, the (I found) quite odd self-congratulatory settlement press conference and webcast, and of course, what the settlement means for [...

First reactions to the Intel Settlement

Posted on August 04, 2010
I just finished watching the FTC webcast announcing the Intel settlement and did a quick read over the agreement itself. Some quick high-level reactions: The tone of the press conference was triumphant, of course. Leibowitz claimed that the FTC got 22 out of 26 of the remedies proposed in the complaint and that Intel, which [...

Who CAREs About Beer and Wine Consumers?

Posted on August 03, 2010
The Comprehensive Alcohol Regulatory Effectiveness Act — yes, the “CARE Act” — or HR 5034, is a piece of legislation aimed at supporting “State-based alcohol regulation.” Recall the Supreme Court’s decision in Granholm v...

Apple and Amazon E-Book Most Favored Nation Clauses

Posted on August 03, 2010
Connecticut AG Richard Blumenthal has reportedly contacted Apple and Amazon concerning their pricing arrangements with publishers (WSJ, CNN): Mr. Blumenthal said he has sent letters to Amazon and Apple asking them to “meet with his office” to address his concerns that agreements in place may restrict rivals from offering cheaper e-books...

Intel Settlement Watch Part III

Posted on August 03, 2010
The settlement is here. Somewhat oddly, the details of the settlement are to take place tomorrow at a press conference at 10 am. Here’s the FTC announcement: Federal Trade Commission Chairman Jon Leibowitz will be joined by Bureau of Competition Director Richard Feinstein at FTC Headquarters on Wednesday, August 4, 2010, at 10:00 a...

Proxy Access Blog Wars, And Introducing PA Defense #4

Posted on August 02, 2010
The furor over the proxy access defenses contained in my forthcoming paper, “Delaware’s Future: Reviewing Company Defenses to Shareholder Proxy Access” continues. I invested my summer writing this August submission, which law review editors will be receiving within the next few weeks...

Behavioral Economics and Consumer Financial Protection for “Nitwits”

Posted on August 02, 2010
In a recent NY Times column largely devoted to improving soccer in various ways and how those methods might be used to improve financial regulation as well, behavioral economist and Nudge author Richard Thaler writes the following about the Consumer Financial Protection Bureau: “Above all, I?d urge the head of this agency to devise rules [...

Citigroup and federal fiduciary law

Posted on August 02, 2010
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. Citigroup was accused of misleading investors about its exposure to subprime...

Monopolization Enforcement at the Antitrust Division By the Numbers

Posted on August 02, 2010
Dan Crane’s post on the DOJ’s antitrust activity, and in particular, monopolization enforcement, during the Obama administration notes the dissonance between rhetoric and reality. I thought I’d post the following data from the DOJ website concerning Section 2 investigations initiated and cases won over the last 40 years for some perspective...

A corporation is not a partnership

Posted on August 02, 2010
Peter Mahler discusses a recent NY close corporation case, Pappas v. Fotinas which he describes as “a thoughtful, well-reasoned decision that sets forth the competing factual narratives and operative legal principles.” I defer to Mr. Mahler’s overall assessment of the opinion, and refer the reader to his detailed discussion of the case...

RIP, Earl Thompson

Posted on August 01, 2010
UCLA economist Earl Thompson passed away Thursday. Earl was a beloved figure in the economics department. I came to UCLA a bit late in the game to experience the years when his presence was largest, though I had the pleasure of speaking with him on a number of occasions and he attended a recent talk [...

Corporate Blog Smack Down 2010 over my Proxy Access Defenses

Posted on July 30, 2010
The corporate blogosphere is abuzz with debate over my new paper, “Delaware’s Future: Reviewing Company Defenses to Shareholder Proxy Access.” I recently blogged about 3 of the 16 defenses I have developed for Boards to defend against shareholder proxy nominations...

Singapore, hedge funds and jurisdictional competition

Posted on July 30, 2010
While the US, via Dodd-Frank, has increased its regulation of hedge funds by requiring registration and disclosure, one important jurisdiction is pulling back and poised to reap the benefits. Per Bloomberg, Singapore declined in April to require licensing of hedge funds and attracted several new hedge funds in May and June...

The Obama tax increases

Posted on July 29, 2010
The biggest and most important issue for the next few months won’t be immigration, the New Black Panthers, or even the war in Afghanistan. Huge tax increases are headed our way, and it raises tough questions. On the one hand, signaling we are serious about deficits is likely a good thing...

Capitalism as a solution for poverty

Posted on July 29, 2010
SKS Microfinance, India’s largest microfinance lender, did a $354 million IPO Wednesday. This may encourage others to do likewise. The result would be much more money for very small loans. Sounds good, but it’s meeting objections: A publicly traded company’s traditional obligation is to make money for its shareholders, while the mission of microfinance ? [...

On Forbes.com: Let the whistleblowers trade

Posted on July 29, 2010
Dodd-Frank has elaborate provisions for encouraging reporting of fraud by rewarding whistleblowers. In my Forbes.com column for this week I propose another idea to elicit information: allowing insider trading. Filed under: financial regulation, insider trading, securities regulation

Ribstein & Lipshaw 2010 Supplement and thoughts on curriculum

Posted on July 29, 2010
The latest supplement to Ribstein & Lipshaw Unincorporated Business Entities (4th Edition, 2009) is available online at my website. There you can also find the Supplement to the Teacher’s Manual. This edition of my long-running casebook and its exhaustive teacher’s manual have been well-received...

Intel Settlement Watch Part II

Posted on July 29, 2010
While Intel Corporation nears its settlement deadline with the Federal Trade Commission, it received good news from a federal district court in Delaware evaluating the evidence of alleged consumer harm from the discounts Intel offers to buyers. It is also very important to note that this pass from a US court applying standards of consumer [...

Microsoft LLC

Posted on July 28, 2010
Holman Jenkins, writing in today’s WSJ, criticizes Steve Ballmer’s management failures that have left its investors with a decade of “dead money.” At bottom, this is a corporate governance problem. Manifestly, the solution is not to let management keep stepping up to the plate with shareholder money and promising home runs that never materialize...

The shareholder maximization canard

Posted on July 28, 2010
Al Franken buys the old idea that corporate managers have a duty to maximize shareholder value. Todd Henderson appropriately sets Franken (and others ignorant of corporate law) straight. Todd reminds them that the business judgment rule gives managers the flexibility to do pretty much what they want, including help society, as long as they don’t [...

The government reward for doing a bad job

Posted on July 28, 2010
In the world of competitive markets, if one does a bad job, the typical result is less resources, less power, and more oversight by interested parties. If a firm makes a bad product, there will be fewer profits, lost market share, and additional attention from Consumer Reports, plaintiffs’ lawyers, and regulators...

The criminalization of Lance Armstrong

Posted on July 27, 2010
Today’s WSJ says that federal prosecutors are going after Lance Armstrong in connection with his alleged use of performance-enhancing drugs based on documents from a private arbitration case. The article notes that “Mr. Armstrong has repeatedly denied doping allegations and has not been charged with any wrongdoing” and that “[u]sing performing-enhancing techniques in sports is [...

Previous | Next

Related Law Bulletins

Housing Market: Mixed Signals about Falling Prices for February
Two reports have been issued, one by the Massachusetts Association...

Fish on "Religion Without Truth"
Here's a (relatively) recent Stanley Fish Think Again column, call...