M & A Law Prof Blogtag:typepad.com,2003:weblog-12849542013-05-20T06:35:22-07:00A 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 PageflakesDelaware arbitration argumentstag:typepad.com,2003:post-6a00d8341bfae553ef019102573398970c2013-05-20T06:35:22-07:002013-05-20T06:56:51-07:00In case you missed it, you can listen to last week's arguments before a panel of the Third Circuit online. Here is the audio file. -bjmq Update ... starting to think that Federal judicial vacancies has risen to crisis levels...CorporateAcquisitions MergerLawBloggerDelaware arbitration updatetag:typepad.com,2003:post-6a00d8341bfae553ef017eeb448ece970d2013-05-17T07:16:00-07:002013-05-17T07:16:00-07:00As I noted yesterday, the Delaware Coalition for Open Government and the Chancery Court were before a panel of the Third Circuit arguing the merits of Delaware's arbitration procedure. Tom Hals of Reuters was there and he thinks the Chancery...CorporateAcquisitions MergerLawBloggerDelaware Arbitration in front of Third Circuit today tag:typepad.com,2003:post-6a00d8341bfae553ef017eeb3c03e9970d2013-05-16T05:35:06-07:002013-05-16T05:35:47-07:00The question of the constitutionality of Delaware's Chancery arbitration program is before the Third Circuit today. I think my position on this program is pretty clear -- I'm for openness. See here for past posts on the topic. I've got...CorporateAcquisitions MergerLawBloggerWeil, Gotshal 2012 survey of sponsor-backed going private transactionstag:typepad.com,2003:post-6a00d8341bfae553ef01901c39a27f970b2013-05-15T17:50:09-07:002013-05-15T17:50:09-07:00Weil, Gotshal & Manges recently published its sixth survey of sponsor-backed going private transactions, which analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe, and Asia-Pacific. (We covered...CorporateAcquisitions MergerLawBloggerGilson on unbiased takeover lawstag:typepad.com,2003:post-6a00d8341bfae553ef01901c1f9dcc970b2013-05-13T05:26:47-07:002013-05-13T05:26:47-07:00Gilson, Enriques, and Pacces have a new paper in which they propose a neutral takeover regime for the EU. Rather than adopt a director centered approach (as in Delaware) or a shareholder centered approach (as in the UK), Gilson and...CorporateAcquisitions MergerLawBloggerTakeover defenses in IPO firmstag:typepad.com,2003:post-6a00d8341bfae553ef017eeae53981970d2013-05-07T07:49:56-07:002013-05-07T07:49:56-07:00Wilmer Hale has put out its annual M&A report. There are a couple of interesting data points worth looking at. In particular is the table below - Takeover Defenses in IPO Firms. Notice that the basic tendancy to go public...CorporateAcquisitions MergerLawBloggerDelaware's duty of disclosuretag:typepad.com,2003:post-6a00d8341bfae553ef019101c24b60970c2013-05-03T05:01:37-07:002013-05-03T09:07:51-07:00Vice Chancellor Laster issued an opinion for In re Wayport Shareholder Litig on Wednesday. This post-trial opinion deals with a number of interesting issues, but it does one thing that is really helpful for people like me who are always...CorporateAcquisitions MergerLawBloggerBuffet and D&O Insurancetag:typepad.com,2003:post-6a00d8341bfae553ef019101bb85ca970c2013-05-02T09:58:08-07:002013-05-02T09:58:08-07:00...or the lack of it. In a live-chat with Warren Buffet at the University of Nebraska, Omaha, Buffet dropped this bit of golden Buffet wisdom. How to get directors to do a good job? Well...don't give them D&O insurance. They'll...CorporateAcquisitions MergerLawBloggertag:typepad.com,2003:post-6a00d8341bfae553ef017eeac22016970d2013-05-02T08:05:00-07:002013-05-02T08:05:00-07:00Ghosol and Sokol have recently posted a paper, Compliance, Detection and Mergers & Acquisitions. They argue that buyers and sellers use regulatory compliance as a signal for quality in the market for corporate control. Because regulatory compiance is costly, firms...CorporateAcquisitions MergerLawBloggerPritzker nominated for Commercetag:typepad.com,2003:post-6a00d8341bfae553ef019101ba962a970c2013-05-02T07:39:02-07:002013-05-02T07:39:02-07:00Penny Pritzker was just nominated to be Secretary of Commerce. I post this for the corporate geeks amongst my readers (Smith v van Gorkom; Pritzker family tree; 2006 Marmon Group breakup; ). The rest of you can move along. -bjmqCorporateAcquisitions MergerLawBloggerSRS 2013 claims studytag:typepad.com,2003:post-6a00d8341bfae553ef01901bb7bd71970b2013-04-30T11:11:49-07:002013-05-02T07:13:05-07:00Shareholder Representative Services has just released a new report, its 2013 M&A Post-Closing Claims Study. The report is based on a review of claim activity in 420 private company transactions over the past year. Two thirds of deals had post-closing...CorporateAcquisitions MergerLawBloggerSauer Danfoss turns out to be an important casetag:typepad.com,2003:post-6a00d8341bfae553ef017eeab514d3970d2013-04-30T10:50:17-07:002013-04-30T10:50:17-07:00Thinking about it now, it turns out that the 2011 settlement approval of In re Sauer Danfoss Shareholder Litig is an important case. Why? Did it set out any special new points in the law? No. But it did one...CorporateAcquisitions MergerLawBloggerDelaware courts and liability of independent directors of Chinese companiestag:typepad.com,2003:post-6a00d8341bfae553ef017eeaac1149970d2013-04-29T06:43:13-07:002013-04-29T06:43:13-07:00I'll be the first the first to admit that the whole reverse merger situation with Chinese corporations really reveals the most cynical aspects of our capital markets. For those of you who haven't been paying attention to this issue, towards...CorporateAcquisitions MergerLawBloggerCall for Papers: First Annual Workshop for Corporate & Securities Litigationtag:typepad.com,2003:post-6a00d8341bfae553ef017eea98dd1b970d2013-04-26T12:11:13-07:002013-04-26T12:11:13-07:00Below is the Call for Papers for a new workshop dedicated to bringing together corporate law scholars who write on litigation issues. Call for Papers: The University of Illinois College of Law and the University of Richmond School of Law...CorporateAcquisitions MergerLawBloggerSignaling and risk allocation in merger agreementstag:typepad.com,2003:post-6a00d8341bfae553ef017eea88816e970d2013-04-24T09:39:12-07:002013-04-24T09:39:12-07:00Macia and Moeller of TCU have posted their paper, Signaling and Risk Allocation in Merger Agreements. They argue that targets use firm specific MAC carveouts to signal their unobservable quality. By declining to include firm specific MAC carveouts (e.g. carveouts...CorporateAcquisitions MergerLawBloggerShine settlement and News Corp Governance Changestag:typepad.com,2003:post-6a00d8341bfae553ef01901b7bc247970b2013-04-22T06:37:01-07:002013-04-22T06:38:26-07:00In 2011, we blogged about the derivative litigation in Delaware challenging News Corp's acquisition of Shine ("I just bought my daughter's company", and "More troubles for Murdoch") and now that case has been settled. It's not often these days that...CorporateAcquisitions MergerLawBloggerWhat a weektag:typepad.com,2003:post-6a00d8341bfae553ef017eea6b390e970d2013-04-20T04:12:03-07:002013-04-20T04:12:03-07:00Gawd, what a week. Wait, the week isn't over. Today (Sat) is Friday for teaching purposes since yesterday was such a mess around here. Hopefully, things will settle down into something like a normal routine next week. -bjmqCorporateAcquisitions MergerLawBloggerM&A Jargon Apptag:typepad.com,2003:post-6a00d8341bfae553ef017eea54f345970d2013-04-17T07:30:11-07:002013-04-17T07:30:11-07:00Latham has converted its jargon glossary to an iPhone/iPad app. There are actually multiple free apps - The Book of M&A Jargon, Global Merger Regimes (antitrust), The Book of Global Restructuring Jargon. Get 'em while they're hot! -bjmqCorporateAcquisitions MergerLawBloggerAdditional Call for Papers - National Business Law Scholarstag:typepad.com,2003:post-6a00d8341bfae553ef017eea54ec44970d2013-04-17T07:21:52-07:002013-04-17T07:21:52-07:00Call for Papers for National Business Law Scholars Conference: Deadline Extended to May 31 We have received an enthusiastic response to the Call for Papers for the National Business Law Scholars Conference, scheduled for June 12-13, at The Ohio State...CorporateAcquisitions MergerLawBloggerCall for Papers: tag:typepad.com,2003:post-6a00d8341bfae553ef017d42be2905970c2013-04-12T08:51:59-07:002013-04-12T08:51:59-07:00The AALS Section on Transactional Law and Skills is seeking paper proposals for its session at the 2014 Annual Meeting. The topic will be “Value Creation in the 21st Century,” and will feature a mini-symposium on Prof. Ron Gilson’s foundational...CorporateAcquisitions MergerLawBlogger