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Corporate & Securities Law

Business Law Prof Blog Business Law Prof Blog

Business law resources, information, and news for the academic community

Post Frequency: 11.8/day

Last Entry: April 01, 2011 at 11:04:42

Recent Entries: 1183

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Koehler on the Foreign Corrupt Practices Act

Posted on November 12, 2010
Mike Koehler has posted The Facade of FCPA Enforcement on SSRN with the following abstract: The rise in Foreign Corrupt Practices Act ("FCPA") enforcement actions has been well documented. Against the backdrop of aggressive enforcement and the resulting multi-million dollar...


Business Law Prof Blog Seeks Business Law Prof (Loosely Defined) to Blog

Posted on November 11, 2010
Interested? Please drop us a line using the links to the left. SJP


KB Homes CEO Sentencing Today for Backdating Options

Posted on November 10, 2010
In a very short piece on NPR's Marketplace this morning, I opined on the possible sentencing of Bruce Karatz, the former CEO of KB Homes. The piece (here) is certainly a reasonable attribution of what I said, although, in true...


"Fairness" as a statute....

Posted on November 09, 2010
A recent "DealBook" posting by Andrew Ross Sorkin of The New York Times notes another wave of SEC insider trading cases (this one highlighted by recent charges targeting railway employees who either did or didn't use unlawful means in divining...


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Freedom of Contract in Delaware LLCs: Use It or Lose It

Posted on November 08, 2010
As Francis Pileggi and Larry Ribstein have already more than amply explained, the Delaware Court of Chancery has determined that creditors of an insolvent LLC do not have standing to pursue a derivative claim against the LLC. CML V, LLC...


Business Entity Overview

Posted on November 07, 2010
Steve Cook, an associate at the law firm of Douglas K. Cook in Mesa, Arizona, sent me a link to a recent overview of business entities that is up on the firm's blog and may be of interest to readers...


My Life Would Not Be Very Interesting if Everyone Agreed With Me

Posted on November 06, 2010
Roger Donway has written a reply to my ?Capitalist or Socialist? post that you can find here. I?ll ignore the name-calling, except for the assertion that I engage in ?superficial scholarship? when I critique the statement that ?[e]veryone should be...


Truck Sales Up: Signs of an Improving Market or a Short Memory?

Posted on November 05, 2010
Truck sales outpaced car sales by the highest margin in fiver years, with trucks, SUVs, and minivans representing 56% of the market. According to some reports, this uptick in large vehicle sales could be an indication that the market is...


Scholarly Panel Discussions via Skype

Posted on November 04, 2010
In difficult economic times, is this the wave of the future? SJP


No More Government Motors?

Posted on November 03, 2010
The federal government plans to cuts its stake in General Motors from 61% to 35 %. Apparently this cutting the size of government thing really took hold after yesterday's election. According to the New York Times, In a regulatory filing,...


In Search of Ferdinand...

Posted on November 02, 2010
1932. The economy was mired in a continuing depression, and the denizens of political office saw its recovery as the key to their fate. An outgoing Republican President cautiously blamed excesses on Wall Street; a successor Democrat elected in hopes....


Separating Limited Liability from Individual Liability in Corporations and LLCs

Posted on November 01, 2010
When we delve into limited liability in my business associations courses, the discussion often turns to the scope of that limited liability and how it should be applied. We talk about how hard it can be to pierce the corporate...


"An Ironic Uprising"

Posted on October 31, 2010
That's what the Wall Street Journal called the recent "Rally to Restore Sanity and/or Fear." My colleague, Prof. Huhn, reports back from the event here. SJP


"New Governance" or New Levels of Corruption?

Posted on October 30, 2010
In 2001, David Korten released the second edition of his provocative book, "When Corporations Rule the World." If he decides to update this edition, he may want to include the following NPR items: 1. Shaping State Laws With Little Scrutiny:...


The Value of Regulators or "I Want My $3"

Posted on October 29, 2010
The FCC announced yesterday (pdf here) a settlement agreement related to "mystery fees" Verizon Wireless charged some pay-as-you-go customers, which included a record $25 million payment to the U.S. Treasury, as well as an immediate refund to 15 million customers...


BLPB Selected As One of LexisNexis's Top 25 Business Law Blogs of 2010

Posted on October 28, 2010
The complete list is here (while you're there, feel free to vote for us for Blog of the Year). Thanks to everyone who has helped make this blog a success. Hopefully, this means we've managed to provide some form of...


CFTC Rules on Market Manipulation Incorporate Sympathy Provision

Posted on October 27, 2010
The CFTC yesterday announced its proposed rules on market manipulation, as required by Dodd-Frank (the available factsheet can be found in pdf here). Proposed section 6(c)(1) tracks SEC Rule 10b-5 and is similar to the rule promulgated by the Federal...


Oh, That Tricky 10b-5

Posted on October 26, 2010
As reported in The New York Law Journal last week, an S.D.N.Y. judge recently dismissed a class action complaint against Oppenheimer Co. centering on sales of auction rate securities, a vehicle of infamy in recent years. The case serves as...


LLCs Taking Over?

Posted on October 25, 2010
The North Dakota Secretary of State's office provides a list (pdf here) of business entity statistics -- seven biennial histories -- for the years 1995, 1997, 1999, 2001, 2003, 2005, and 2007. I was curious how LLCs and for-profit corporation...


From Investopedia....

Posted on October 25, 2010
The Emergency Economic Stabilization Act of 2008 -One of the bailout measures taken by Congress in 2008 to help repair the damage from the subprime mortgage crisis. The act gives the Treasury Secretary the authority to buy up to $700...


I'll take the Giants.

Posted on October 24, 2010
In case you've been focusing on other things, the World Series starts Wednesday in San Francisco. The S.F. Giants will be facing the Texas Rangers and you can get a quick overview of the matchup here. I'm picking the Giants...


Is a repeal of Dodd-Frank looming?

Posted on October 23, 2010
In a recent radio address, President Obama warned that: [T]op Republicans in Congress are now beating the drum to repeal all of these reforms and consumer protections. Recently, one of the Republican leaders in the Senate said that if Republicans...


Office Depot "Talks Down" Analysts' Estimates, SEC "Talks Up" $1 Million Fine

Posted on October 22, 2010
The SEC announced enforcement actions yesterday against two Office Depot executives and the company. The SEC alleges that the executives made selective calls to certain analysts to indicate the company would not meet analysts' earnings estimates, although it was not...


British Takeover Panel Says It's "Too Easy for 'Hostile' Offerors"

Posted on October 21, 2010
The New York Times DealBook reports the the British Takeover Panel is planning to amend its Takeover Code (pdf statement here) to make it harder for hostile offerors to takeover a company. The panel explained that offers can destabilize the...


Why do so many physicists love poker?

Posted on October 21, 2010
I've blogged previously about Wall Street & poker, as well as lawyers & poker. Now, Discover magazine has an interesting article out about physicists & poker. And to think, according to many legislators and judges all these smart people are...


Time to Act?

Posted on October 19, 2010
The past two years have seen a remarkable increase in both the power and influence of the Federal Reserve. And yet, the agency's authority may need to grow more. Over the weekend, Economist Martin Feldstein stated that there are currently...


Harrah's Bets Lack of Control Won't Impact IPO

Posted on October 18, 2010
The casino company Harrah's Entertainment is filing to sell shares in an initial public offering. The company went private in 2006 in a $27 billion deal, but is now looking to raise funds for "growth projects" and other "corporate purposes."...


"Capitalist" or "Socialist"? It depends. And I reserve the right to change my mind.

Posted on October 17, 2010
Jonathan Haidt penned an essay for yesterday's WSJ entitled "What the Tea Partiers Really Want," wherein he argues that: "The passion behind the populist insurgency is less about liberty than a particularly American idea of karma." I found it to...


More Kindle Research

Posted on October 16, 2010
For the two other people on the planet still not in the know: WestlawNext allows you to transfer docs directly to Kindle (thanks to "akronstudent" for the 411 posted here). The process is relatively fast (you just have to set...


Increasing Gender Diversity Requires . . . A Commitment

Posted on October 15, 2010
A recent McKinsey Global Survey found that 72% of the respondents believe that gender diversity in the workforce has a direct link to a company's financial success. (The survey is available here, free registration required.) The survey found that companies...


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