Corporate & Securities Law

Google's Very Public Efficiencies Defense

Posted on May 26, 2010
Here is Google’s attempt to measure its the economic impact of Google search and adwords, adsense and its Google grants programs.  Some media coverage (including a critique of the calculations) here.  The total?  $54 billion.  The report includes state-by-state breakdowns...

Cassano wins the corporate crime lottery

Posted on May 24, 2010
Justice has decided not to go after Joe Cassano, the man who crashed the world. The WSJ attributes this decision to the ?high bar [the government] needs to meet to make criminal charges stick in a courtroom.?  How nice that the government has discovered this bar...

Law entrepreneurs

Posted on May 24, 2010
On Thursday I?ll be speaking at the Law & Entrepreneurship “Conference within a Conference” hosted by Law & Society at its annual meeting in Chicago.  Here?s my panel, also including Rob Beard, Brian Broughman and Erik Gerding. My topic is ?law entrepreneurs...

The federalization of corporate governance marches on

Posted on May 24, 2010
Last month I noted that the Senate was about to repeat its SOX mistake with another ill-fated foray into regulating corporate governance.  I focused on provisions for mandatory majority voting, separation of the board chair and CEO jobs, risk committees, say-on-pay, and pay-performance disclosures...

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Who is Pressuring Antitrust? A Response to Wright

Posted on May 24, 2010
[Jonathan Baker (American University, currently on leave at the Federal Communications Commission where he is Chief Economist) has written the following response to Josh's earlier post commenting on Baker's forthcoming article: Preserving a Political Bargain: The Political Economy of the Non-Interventionist Challenge to Monopolization Enforcement...

Delaware’s Future

Posted on May 24, 2010
I share Prof. Ribstein’s concerns about the federalization of corporate governance contained in the Dodd bill.  Though Senator Carper wasn’t able, in the end, to get the proxy access provisions out of the Dodd Bill, which I think were the most troubling, we did eliminate another of Senator Schumer’s ideas...

Delaware's Future

Posted on May 24, 2010
I share Prof. Ribstein’s concerns about the federalization of corporate governance contained in the Dodd bill.  Though Senator Carper wasn’t able, in the end, to get the proxy access provisions out of the Dodd Bill, which I think were the most troubling, we did eliminate another of Senator Schumer’s ideas...

Litigating Delaware governance law in an alien land

Posted on May 23, 2010
A recent Delaware case, Baker v. Impact Holding, Inc.,  raises several interesting questions on a topic I?ve discussed recently ? where to litigate cases involving Delaware business entities. Francis Pileggi has a good summary of the case.  I want to explore the case?s implications for jurisdictional competition...

Comments on Jonathan Baker’s Preserving a Political Bargain

Posted on May 21, 2010
I?ve recently finished reading Jonathan Baker?s Preserving a Political Bargain: The Political Economy of the Non-Interventionist Challenge to Monopolization Enforcement, forthcoming in the Antitrust Law Journal. Baker?s central thesis in Preserving a Political Bargain builds on earlier work concerning competition policy as an implicit political bargain that was reached during the 1940s between the more extreme positions of laissez-faire on the one hand and regulation on the other...

Giving away the first year of law school

Posted on May 21, 2010
Christine Hurt suggests: If Progressive Law School costs $30,000 a year today, then starting next year, the first year is free, and the second year is $45,000 and the third year is $45,000.  Students are admitted the same way, only tuition is deferred until a student registers for the second year of law school...

The Capitalist & The Entrepreneur: Essays on Organizations and Markets

Posted on May 21, 2010
I purchased my copy of Peter Klein’s latest —  The Capitalist & The Entrepreneur: Essays on Organizations and Markets — today.  It is available for purchase here and here.  And if you wont to sneak a peak, you can see the full version here...

Financial reform and foreign stocks

Posted on May 20, 2010
The WSJ reported on Tuesday that moves by Daimler and other European, especially German, companies to shed their U.S. listings indicate that many of these firms ?have come to view [a U.S. listing] as a liability.? The exodus will leave just four major German companies with U...

Welcome Larry Ribstein

Posted on May 20, 2010
I would like to welcome our new colleague, with two brief anecdotes if readers will permit. Four years ago I was a student in a corporate research seminar.  That seminar was taught by my mentor, someone with whom Larry has had vibrant scholarly debate...

Price Discrimination in Education

Posted on May 20, 2010
Tom Smith offers an entertaining and insightful perspective on the economics of higher education: Without passing moral judgment in any way, I will just observe it is astonishing that higher education in this country has managed to get established a system where consumers have to disclose in detail how much money they have before they are told what they must pay...

Jim Huffman for US Senate

Posted on May 19, 2010
Congratulations (or is it condolences?) to my friend, colleague and former dean at Lewis & Clark Law School, Jim Huffman, who has secured the Oregon Republican nomination for US Senate.  Jim now faces an arduous uphill battle against Ron Wyden in the general election...

Taxing private equity

Posted on May 19, 2010
The venerable debate over carried interest compensation of private equity managers is heating up again. The NYT?s Andrew Sorkin is predicting Congress will vote to tax it as ordinary income rather than capital gains, which Sorkin thinks is a good thing: Under their current partnership structure, however, [private equity] general partners * * * receive 20 percent of any profits and they have been treating that as a capital gain even though their own money is not at risk...

From Ideoblog to TOTM

Posted on May 19, 2010
After six years on Ideoblog I have decided to move my act over to Truth on the Market.  I?m taking this momentous (for me, if not the rest of the world) step for three reasons. First, I?m joining a great bunch of writers, some of whom I?ve known for a long time...

Big News: TOTM Welcomes Larry Ribstein

Posted on May 19, 2010
We are very pleased to announce that Larry Ribstein is joining Truth on the Market.  TOTM readers that have been with us from the beginning might recall that we got our start back in 2005 covering at Ideoblog while Larry went on vacation.  For most of our readers, I suspect Professor Ribstein will require no introduction...

Are State Consumer Protection Acts Really Little FTC Acts?

Posted on May 18, 2010
I’ve posted to SSRN my latest on state consumer protection litigation, Are State Consumer Protection Acts Really Little FTC Acts?, co-authored with Henry Butler (Searle Center, Northwestern University School of Law).  It is forthcoming in the Florida Law Review...

Some Links

Posted on May 18, 2010
There is quite a bit of IO on Youtube (HT: comments section from MR) Congrats to GMU’s Murat Mungan for taking home the Whitney Prize The lineup for the Alabama Ag/ Antitrust workshop has been announced The CD-MAP antitrust settlement funds are paying for concerts Investigation against Apple looms after complaint from Adobe —  the story suggests a battle between agencies for primacy in the investigation of Apple’s policy of requiring software developers to use only Apple’s programming tools for products such as the iPad and iPod...

Stan Liebowitz Applies the Laugh Test to the O/S File-Sharing Paper

Posted on May 18, 2010
Stan Liebowitz (UT-Dallas) has posted his latest on the file sharing debate, “The Oberholzer-Gee/Strumpf File-Sharing Instrument Fails the Laugh Test.” (HT: Craig Newmark).   Having covered the file-sharing debate on this blog, including Professor Strumpf’s remarkably unprofessional and uncharitable treatment of Professor Liebowitz, I greatly admire Stan’s ability to stay above the fray and stick to the econometrics...

An open letter on insider trading to Gene Fama and Ken French

Posted on May 17, 2010
[Post bumped to the top in light of our technical difficulties last week and in the hopes of eliciting a response --- Eds] Dear Gene and Ken: I must say that I was totally flabbergasted when I read your recent blog posting on insider trading.  I know that your usual posts on investments, which I often cite to friends, are well-informed and empirically-supported; your work over the years on these topics is important and influential?and rightly so...

Facile claims of behavioral economics: too much choice; not enough privacy

Posted on May 17, 2010
Chris Hoofnagle writing at the TAP blog about Facebook’s comprehensive privacy options (“To opt out of full disclosure of most information, it is necessary to click through more than 50 privacy buttons, which then require choosing among a total of more than 170 options...

An open letter on insider trading to Gene Fama and Ken French

Posted on May 17, 2010
[Post bumped to the top, and cross-posted at Organizations & Markets, in light of our technical difficulties last week and in the hopes of eliciting a response --- Eds] Dear Gene and Ken: I must say that I was totally flabbergasted when I read your recent blog posting on insider trading...

Toy Story 3

Posted on May 15, 2010
I just attended the world premiere of “Toy Story 3.” No, I’m not in Cannes, New York, London, or Tokyo. I’m here in Chicago, where Pixar graciously screened the movie at the great new Icon Theater to raise money for Comer Children’s Hospital...

Toy Story 3

Posted on May 15, 2010
I just attended the world premiere of “Toy Story 3.” No, I’m not in Cannes, New York, London, or Tokyo. I’m here in Chicago, where Pixar graciously screened the movie at the great new Icon Theater to raise money for Comer Children’s Hospital...

Judge Sullivan and the UPP: Much Ado About Nothing or Articulating the Real Problem with the New HMGs?

Posted on May 14, 2010
Much has been made of Judge Sullivan’s recent decision in City of New York v. Group Health Incorporated and its implications for the UPP test and market definition in merger cases under Section 7 of the Clayton Act.  Given the 2010 Proposed Horizontal Merger Guidelines’ (2010 HMGs) shift toward diversion ratios and margins and away from market shares, the blogosphere has sold Judge Sullivan’s decision as sign that the agencies might have a tough time selling the UPP to federal courts in the post-2010 HMG world...

Judge Sullivan and the UPP: Much Ado About Nothing or Articulating the Real Problem with the New HMGs?

Posted on May 14, 2010
Much has been made of Judge Sullivan’s recent decision in City of New York v. Group Health Incorporated and its implications for the UPP test and market definition in merger cases under Section 7 of the Clayton Act.  Given the 2010 Proposed Horizontal Merger Guidelines’ (2010 HMGs) shift toward diversion ratios and margins and away [...

Mike Rosen Radio Show on Behavioral Economics

Posted on May 13, 2010
I’m scheduled to be on the Mike Rosen show (Denver-based 850 KOA am) in a few minutes to discuss behavioral economics and the new paternalism.  If you are not in the Denver area, I think you can listen online here. Printposted in business by Josh Wright Leave A Comment

Mike Rosen Radio Show on Behavioral Economics

Posted on May 13, 2010
I’m scheduled to be on the Mike Rosen show (Denver-based 850 KOA am) in a few minutes to discuss behavioral economics and the new paternalism.  If you are not in the Denver area, I think you can listen online here.

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