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Corporate & Securities Law

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

Broker Liability

Posted on June 19, 2009
The new administration's financial regulatory proposal has big changes that dominate the headlines. It is hard not to focus on the proposal to give power of the Fed to declare large firms "too big to fail" and subject to heavy...

The New Financial Plan

Posted on June 18, 2009
Some of the details of the administration's new financial plan are out. Any newspaper has a summary. A few observations: 1) The big winner is not the Fed, as reported, but the Chairman of the Fed. They are different. The...

The Obama Speech Template

Posted on June 17, 2009
I was once a young faculty member on a law faculty, listening to a newly minted and clever dean give addresses to alumni. The addresses had the same template. First the dean to praise the quality of the law school...

The Slow Motion Walk to a Managed Economy

Posted on June 15, 2009
It started with fear, that the failure of some companies would tank the economy. The government then eschewed market self-correction and accepted the need for bailouts; only the government could fix the crisis. The fear moved to an implied government...

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The New Evolution of Chapter 11

Posted on June 15, 2009
Ten years or so ago an article in the Yale Law Review criticized the Chapter 11 procedure as giving hold up power to lower echelons of creditors and claimants at the expense of the secured creditors. Moreover the procedure was...

Why the Rush on Chrysler?

Posted on June 09, 2009
The Supreme Court, through the temporary act of one Justice, has delayed for a moment the rush to sell effective control of Chrysler to Fiat. The government is dismayed. We need to rush. Why? The need to rush in a...

Hedge Funds Back in the Black

Posted on June 09, 2009
The news this week is that the well run hedge funds are starting to make serious money, recouping losses and recording record gains. Why? Simple. Hedge funds are lightly regulated and therefore free of political pressure to stay on the...

363 Sales in Bankrutpcy

Posted on June 03, 2009
The Chrysler bankruptcy and now the GM bankruptcy feature 363 sales. I have written briefly on this before, This deserves the careful attention of more than a few blog entries. Chapter 11 features, features, a well tested "plan approval" procedure....

Setting Up a Scapegoat for GM

Posted on June 01, 2009
The NYTs today is gushing over a 31 year old who interrupted law school to "run" General Motors in the bankruptcy announced today. He has no formal economic training and no business training. His dad is a "green" engineer. He...

GM Numbers: New Plan Does Not Make Economic Sense

Posted on June 01, 2009
GM has $90 B in assets and $170 B in debts. The government plans to put in another $30 B, for loans. the new company will be a shell of its former self, employing 40 to 50 thousand or so...

Sotomayer on Business Cases

Posted on May 28, 2009
Business law academics, pouring over, Judge Sotomayer's cases business law, authored as a district court judge and as the writing judge for a Second Circuit panel of three judge, can find no discern able "leanings" or "theories" that would either...

Sotomayer on Business Cases

Posted on May 26, 2009
I was reviewing Judge Sotomayer's record on business cases and the same word kept coming up, reversed. There is little to be said of a consistent record learning one way or the other on the business cases except the high...

The New SEC Rule on Shareholder Voting: Make it Discretionary

Posted on May 22, 2009
The new SEC rule on shareholder voting may be good policy for individual firms, but is it a good mandatory rule for all publicly traded firms. No. The better rule is one that asks all publicly traded firms to vote...

The Bond Rating of the United States

Posted on May 22, 2009
The rating companies have announced officially the first step of a bond rating downgrade for the United Kingdom. Are we far behind? There are rumors that the United States is next due to this years ridiculous budget deficit and increased...

Indiana Steps Up

Posted on May 21, 2009
The zany deal in the Chrysler bankruptcy finally has a serious opponent that willl be hard to for Obama to publicly belittle -- the three Indiana state pension funds (led by the state Treasurer Richard Mourdock). They are carrying the...

SEC Proposal on Board Nominations

Posted on May 21, 2009
The SEC is proposing a new rule on board nominations for large publicly-traded companies. Shareholders, or groups of shareholders that control over 1% (3% for mid-sized companies and 5% for small) of the company's voting shares can nominate directors to...

Buchheit and Skeel on Bankruptcy in the NYTs

Posted on May 19, 2009
Burchheit and Skeet have proposed a "modified" bankruptcy proceeding for large financial institutions in today's NYTs. The government will "guarantee" all trading obligations for 60 to 90 days to enable companies to "prepare" for a Chapter 11. It is loony,...

Section 363 and other "quick" sales in bankruptcy

Posted on May 19, 2009
One of the clear lessons in the Lehman Bros bankruptcy is that quick sales are often bad sales. In th Lehman Bros bankruptcy, the bankruptcy trustee, the government, and some panicked investors pushed Leman to sell it broker dealer unit...

Sarbanes Oxley and the Constitution

Posted on May 19, 2009
The Supreme Court will take a case on the constitutionality of the 2002 Sarbanes Oxley Act. The case features the auditor oversight mechanism put into the act, the PCAOB or Public Company Accounting Oversight Baord The President does not pick...

More Negative Data for the Interpersonal Educational Crowd

Posted on May 19, 2009
See Brooks in todays NYT's discussing that, in essence, a focus on "interpersonal skills" is negatively correlated to success for CEOs. Another blow to the "well rounded person" educational theorists.

Hedge Fund Haters: Read Joe Nocera Today in the NYTs

Posted on May 16, 2009
Joe Nocera, in today's NYT business section, interviews a hedge fund manager, Neil Barsky, who is hanging it up. What a wonderful column. All critics of hedge funds should read this. The interview makes several points: hedge funds were not...

Fiat's Sweet Deal

Posted on May 14, 2009
The details of the Fiat deal are leaking out in the Chrysler bankruptcy. Such a deal. Fiat gets 20% of Chrysler for a promise, no cash, to give technology. Fiat then gets another 5% if Chrysler builds a Fiat motor....

You Gotta Love Business Schools: Irrelevance is Always a Problem

Posted on May 14, 2009
Business schools, in their MBA programs, have a mandatory course, and often two, in writing a "Business Plan." In a business plan a group with an ideal and no money attempt to convince those with money and no ideas that...

A Fundamental Change in Governing Philosophy

Posted on May 12, 2009
Many of the changes in government stem from one very fundamental philosophic change. The leaders of the federal government, from the President on down, believe that the market's power to self-correct is weak (or illusory) and that government is the...

The Schumer Corporate Governance Bill: Effect on Delaware Courts?

Posted on May 12, 2009
Senator Schumer will introduce next week and new bill, The Shareholder Rights Act of 2009, that will federalize the corporate structure of our publicly traded companies. It is a slap to Delaware -- both the courts and legislature. I do...

Hartmax Bankruptcy: A Right to Not Lose a Job?

Posted on May 12, 2009
The New York Times, on page one of the the Business Section today, has a story on the Hartmax bankruptcy. Workers, in league with politicians are attempting to use public pressure on the companies major lender, Wells Fargo bank, to...

Auto Bailout Woes

Posted on May 11, 2009
The government's role in the auto bailouts has been a total mess. Consider Chrysler first: First creditors and union reps refused to budge in the negotiations until thegovernment declared, whichh drove the negotiations into Chapter 11. The creditors and union...

Stress is Over On Stress Tests

Posted on May 08, 2009
For months the markets have suffered the uncertainty of the results of the government stress tests. Information has been leaked, by the government and by the banks themselves, about the tests and the potential results. We all saw the results...

No-one Will Now Lend to Auto Companies

Posted on May 01, 2009
Obama's villification of auto company lenders, the two hedge funds that held out for better terms, pretty much seals the deal -- the government is going to be the only auto company lender. Why lend to auto companies when the...

Souter Announces Retirement

Posted on May 01, 2009
Justice Souter's primary business decisions was Virginia Bankshares, a rambling mess of an opinion on Rule 10b-5 and mergers written early in his tenure. Justice Scalia felt the need to summarize the holding of opinion in the opening three sentences....

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