M & A Law Prof Blogtag:typepad.com,2003:weblog-12849542009-11-10T01:10:00-05:00A Member of the Law Professor Blogs NetworkTypePadMALawProfBloghttp://feedburner.google.comSubscribe with My Yahoo!Subscribe with NewsGatorSubscribe with My AOLSubscribe with BloglinesSubscribe with NetvibesSubscribe with GoogleSubscribe with PageflakesMandatory Rules in the Takeover Market, A Lesson from Down Undertag:typepad.com,2003:post-6a00d8341bfae553ef0120a665e3d0970b2009-11-10T01:10:00-05:002009-11-10T01:10:00-05:00The UK-styled approach to takeover regulation relies heavily (although not exclusively) on brightline rules for delimiting what is permitted in the context of an offer and a response to an offer. The upside of this structure is that it leaves...CorporateAcquisitions MergerLawBloggerSubramanian, et al on Delaware's Antitakeover Statutetag:typepad.com,2003:post-6a00d8341bfae553ef0120a65f0dd2970b2009-11-09T10:08:00-05:002009-11-09T10:08:00-05:00Some of you might have been recently been on the receiving end of a surprisingly caustic "Marty-gram" attacking an academic paper. Let's see, if I remember correctly, it started something like this: Academic empirical legal analysis, when not coupled with...CorporateAcquisitions MergerLawBloggerChoice of Forum and State Competitiontag:typepad.com,2003:post-6a00d8341bfae553ef0128755fe39e970c2009-11-09T03:49:00-05:002009-11-09T03:49:00-05:00Prof. Faith Stevelman's paper, Regulatory Competition, Choice of Forum and Delaware's Stake in Corporate Law, now appearing in the Delaware Journal of Corporate Law takes on a version of the state competition argument. Her take on it is focuses on...CorporateAcquisitions MergerLawBloggerIPOs versus Acquisitions: An Empirical Analysistag:typepad.com,2003:post-6a00d8341bfae553ef0120a650a710970b2009-11-07T03:33:00-05:002009-11-07T03:33:00-05:00The IPO versus acquisition exit is a continuing area of interest: Why go sell when you can go public at a higher valuation? My first reaction is that if you sell, you can then head off to Hawaii the next...CorporateAcquisitions MergerLawBlogger"Artie" was right to be spookedtag:typepad.com,2003:post-6a00d8341bfae553ef0120a6b134b7970c2009-11-06T09:16:21-05:002009-11-06T09:16:51-05:00Don't trade options. Yes, that's right, but it turns out these guys weren't as smart as they thought. Best not to share confidential information about your client's transaction with anyone. From the DOJ's criminal complaint: At one point defendant Drimal...CorporateAcquisitions MergerLawBloggerMore Bad Lawyers...tag:typepad.com,2003:post-6a00d8341bfae553ef0120a6add124970c2009-11-06T01:41:00-05:002009-11-06T06:35:23-05:00The Galleon case takes more scalps. From the SEC's litigation release. The Securities and Exchange Commission today announced insider trading charges against nine defendants in a case involving serial insider trading by a ring of Wall Street traders and hedge...CorporateAcquisitions MergerLawBloggerSchapiro on Shareholder Accesstag:typepad.com,2003:post-6a00d8341bfae553ef0120a6a8c9c9970c2009-11-05T13:52:00-05:002009-11-05T13:52:00-05:00SEC Chair Mary Schapiro's address (yesterday) to the PLI on shareholder voting and proxy access is here. Her thoughts on shareholder access (in part): Corporate governance, after all, is about maintaining an appropriate level of accountability — accountability to shareholders...CorporateAcquisitions MergerLawBloggerTakeover Panel and Arsenaltag:typepad.com,2003:post-6a00d8341bfae553ef0120a6529a1e970b2009-11-05T03:01:00-05:002009-11-05T15:29:39-05:00I think I've said before that I love takeovers of sports teams - mostly because it let's me read the sports pages on company time. Well, there's a bit of a to-do brewing in the Uk over Denver-based businessman Stan...CorporateAcquisitions MergerLawBloggerGrundfest on Shareholder Accesstag:typepad.com,2003:post-6a00d8341bfae553ef0120a628fa1a970b2009-11-04T13:30:00-05:002009-11-04T13:30:00-05:00Joe Grundfest fo Stanford has a new paper on the SEC's shareholder access proposal, The SEC's Proposed Proxy Access Proposal: Politics, Economics, and the Law. Abstract: The Securities and Exchange Commission has proposed proxy rules mandating shareholder access under conditions...CorporateAcquisitions MergerLawBlogger13(d) and 13(g) Staff Interpretationstag:typepad.com,2003:post-6a00d8341bfae553ef0120a633bc03970b2009-11-04T01:58:00-05:002009-11-04T10:59:24-05:00The new SEC staff interpretations (September 19, 2009 update) on 13(d) and 13(g) and a not so random selection of one of the Q&A's have been posted. They're worth reviewing if these questions have kept you up at night. Question:...CorporateAcquisitions MergerLawBloggerVC Laster's First Daystag:typepad.com,2003:post-6a00d8341bfae553ef0120a646c3ed970b2009-11-03T13:28:00-05:002009-11-01T07:28:45-05:00Vice Chancellor Laster's first days on the job and an informative backgrounder of the Chancery's newest vice chancellor: Vice Chancellor J. Travis Laster strode down the hallway used by judges in Delaware's Court of Chancery like an old hand on...CorporateAcquisitions MergerLawBloggerDerivatives, Complexity, and Asymmetric Informationtag:typepad.com,2003:post-6a00d8341bfae553ef0120a63a6b79970b2009-11-03T03:30:00-05:002009-11-03T06:44:20-05:00Arora, et al have a paper, Computational Complexity and Information Asymmetry in Financial Products, which concludes that the complexity of financial derivatives due in part to the complicated structure of many derivatives, the sheer volume of financial transactions, the need...CorporateAcquisitions MergerLawBloggerBad Lawyerstag:typepad.com,2003:post-6a00d8341bfae553ef0120a643f62e970b2009-11-02T04:07:00-05:002009-11-02T04:07:00-05:00This is a story with sad endings all around. Last week, the SEC charged Canadian lawyer, Stanko Grmovsek with insider trading. Here's the SEC's complaint. The complaint alleges that Grmovsek was involved in a 14 year long conspiracy with his...CorporateAcquisitions MergerLawBloggerMergers and Acquisitions in the Cosmostag:typepad.com,2003:post-6a00d8341bfae553ef0120a6186496970b2009-11-01T02:58:00-05:002009-11-01T02:58:00-05:00I wonder if there is a statutory shareholder vote for any of these transactions? Do I get appraisal rights if I vote no? -bjmqCorporateAcquisitions MergerLawBloggerOracle withdraws Russian Antitrust Filing re Suntag:typepad.com,2003:post-6a00d8341bfae553ef0120a699388f970c2009-10-31T07:36:26-04:002009-11-02T09:26:05-05:00That's according to eWeek and the English translation of a notice from the Russian Antritrust authority. I have no idea why Oracle would pull its pre-merger approval application. The "reasonable best efforts" language in the merger agreement would suggest that...CorporateAcquisitions MergerLawBloggerPfizer gives shareholders "say-on-pay"tag:typepad.com,2003:post-6a00d8341bfae553ef0120a63fc135970b2009-10-30T15:50:00-04:002009-10-30T15:38:52-04:00Pfizer is kind of forward-looking when it comes to these kinds of governance issues. By that I mean - they get pushed, they resist, then they rethink their position. Last time around they adopted a majority-voting policy very early on....CorporateAcquisitions MergerLawBloggerDealmaker of the Weektag:typepad.com,2003:post-6a00d8341bfae553ef0120a63dbec8970b2009-10-30T11:55:58-04:002009-10-30T11:55:58-04:00Congratulations to my partner, Monica Shilling for being named Dealmaker of the Week by AmLaw Daily. As the story notes, in a complex M&A transaction involving "a multitude of players," including lawyers from Proskauer, Latham, S&C, Sutherland, Venable, and Wilkie...CorporateAcquisitions MergerLawBloggerKeep It Simpletag:typepad.com,2003:post-6a00d8341bfae553ef0120a66f13cd970c2009-10-30T01:43:00-04:002009-10-30T01:43:00-04:00So you graduated with a fancy law degree and picked up some Latin phrases that you can use to impress dates and pass the Bar (congratulations, by the way). But guess what, the SEC wants none of it in your...CorporateAcquisitions MergerLawBloggerWachtell's 2009 Proxy Season Review and Look Aheadtag:typepad.com,2003:post-6a00d8341bfae553ef0120a68aeb4f970c2009-10-29T13:39:14-04:002009-10-29T13:39:14-04:00...is available on the NY Law Journal's site, here. -bjmqCorporateAcquisitions MergerLawBloggerAssessing the Chrysler Bankruptcytag:typepad.com,2003:post-6a00d8341bfae553ef0120a6286f1e970b2009-10-29T00:45:00-04:002009-10-29T00:45:00-04:00Mark Roe and David Skeel have a new paper, Assessing the Chrysler Bankruptcy. In the paper they argue that the Chrysler 363 sale pushes us back to the practices of the 19th century - those were some pretty dark days...CorporateAcquisitions MergerLawBlogger