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Last Entry: March 31, 2011 at 05:52:00

Every vote counts

Posted on September 27, 2010
Apparently the voting in the B&N proxy fight between the Burkle and management camps is still too close to call (AP story) and voting closes tomorrow. ISS has lined up with Burkle and the dissidents. Glass Lewis, Egan Jones and...

There's an App for That

Posted on September 24, 2010
Just the other day one of my students dropped by my office and made an embarrassing admission. Seems he will be joining the corporate department of a big law firm after graduation and ... well ... he said that when...

More on the Potash Litigation

Posted on September 24, 2010
I'll just add this brief comment to Afra's good post on the state of the proposed Potash/BHP transaction. Potash has sued BHP in federal court over this BHP's hostile offer (Download Potash complaint). It's worth noting that since the complaint...

MA Biz Litigation Session Doesn't Like Injunctions

Posted on September 23, 2010
In local news, quasi-mythical shareholder plaintiff Alan R. Kahn recently filed suit in MA challenging the Genzyme-Sanofi transaction. In his complaint (which is sadly not available online) he alleged various breaches of fiduciary loyalty by the board, etc...

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Cain and Davidoff on MBOs

Posted on September 22, 2010
Matthew Cain and Steven Davidoff (The Deal Professor) have a new paper, Form Over Substance? The Value of Corporate Process and Management Buy-Outs, over at SSRN. This area of the law is one where there is a lot of interest...

Hostile Cross-Border Deals: BHP's Pursuit of PotashCorp

Posted on September 22, 2010
A heated cross-border hostile takeover saga (with big US connections) has been occurring over potash (a key input for fertilizer and other agricultural products), and the moves by the various players should remind our readers of classic plays in the....

Lessons worth learning

Posted on September 20, 2010
By now it should be obvious to most readers that one of my target audiences when I write this blog is mostly recent law grads still getting their footing as young associates. I think it's useful to reinforce a couple...

Ten Books for Transactional Practioners

Posted on September 20, 2010
Over at Truth on The Market, J.W. Verret lists the Top Ten Books in Corporate Law that he believes a practitioner would find useful in day to day practice. This follows a prior post listing his top ten books in...

Poison Pill Forum at The Conglomerate

Posted on September 18, 2010
Over at The Conglomerate, they recently concluded a good forum on the current state of the shareholder rights plan following the eBay v Craigslist litigation. They had contributions from Gordon Smith, Eric Talley, and Christine Hurt with Erik Gerding moderating...

Airgas' Bylaw Amendment

Posted on September 16, 2010
In yesterday's Airgas shareholders' meeting, Air Products put forward a bylaw amendment (you can find the text of the amendment here, proposal 5 on page 65) that would change the date of the annual meeting to January, 2011 effectively short-circuiting...

Don't forget to vote ...

Posted on September 15, 2010
... your Airgas stock, I mean. The shareholder meeting is today and they have two major issues on the table: 1) a contested director election; and 2) a bylaw amendment to push up the next shareholder meeting. I think the...

Whatever ... it's only money

Posted on September 15, 2010
With Mark Hurd now out of the way, it seems that HP has unleashed its acquisition crew and given it almost a blank check. There was 3Par for which HP paid 325 times EBITDA ... catch me, I just fainted...

Throwing it all away

Posted on September 14, 2010
Before his arrest, Bob Moffat had it all - stand out student in college, led to an "extraordinary career with IBM, a happy family. He had it all. And then he threw it all away when he became involved with...

Corporate Law Update - 2010

Posted on September 13, 2010
Prickett Jones' annual review of 2010 developments in the Delaware corporate law can be found here. It's definitely worth downloading and reading. -bjmq

eBay-Craigslist: Pill Enjoined

Posted on September 10, 2010
Chandler handed down his decision in the eBay-Craigslist trial and ruled, mostly, in favor of eBay. According to the Bloomberg report: The poison pill was enacted ?to punish eBay for competing with Craigslist? and not ?in response to a reasonably...

14D-9's and the 21st Century

Posted on September 09, 2010
It used to be that a board in response to an unwanted offer a board would just send a press release to PR Newswire and then file a 14D-9. My ... how times have changed. Potash is presently fending off...

No TRO in Dollar Deal

Posted on September 09, 2010
No surprise, really. According to Reuters, Vice Chancellor Strine just handed down an opinion (84 pages - if someone wants to send it along, I'd gladly read it for you...) in which he denied the Dollar shareholder plaintiff's motion for...

A Unified Standard for Controlling Shareholders

Posted on September 08, 2010
I don't know how this one slipped by me. Early in July, Vice Chancellor Laster certified an interlocutory appeal by the defendants in the In re CNX Gas Corporation Shareholders Litigation (May 25, 2010 memo opinion) case. At issue was...

Will the 'Just Say No' Defense Ever Get Litigated?

Posted on September 07, 2010
I'm of the mind that the answer to that question is likely no. In his Stanford Law Review paper of a few years ago (Professorial Bear Hug), Vice Chancellor Strine made it clear that ... well ... it wasn't clear....

More Advice for Young Lawyers

Posted on September 02, 2010
Yesterday, the SEC settled insider trading charges against James Self and Stephen Goldfield. Self was director of Business Development at Merck and Goldfield, Self's classmate at the Wharton School (UPenn), was a hedge fund manager. According to the complaint, Self...

Dell Says, "Thanks, but No Thanks."

Posted on September 02, 2010
Dell walks away. Doesn't think 3Par is worth bidding any more for. Bloomberg gives you all you need to know about this deal: HP?s $33-a-share offer values 3Par at 325 times the company?s earnings before interest, taxes, depreciation and amortization....

HP and its Extra $15 Billion

Posted on September 01, 2010
So while we sit and wait for Dell to decide whether it wants to bid a penny more for 3Par, I think it's interesting to note that HP announced a stock buy-back over the weekend. In this case, HP committed...

3Par Bidding Contest

Posted on August 27, 2010
And off they go. You'll notice that Dell is engaged in incremental bidding, while HP is jump bidding. That's because, HP has no way of knowing what Dell's private valuation of 3Par is so it's trying to use a version...

Potash and Idiot Insider Traders

Posted on August 26, 2010
I haven't touched on BHP's hostile bid on Potash to date and hadn't planned to. But, now I feel like I have to. The SEC just charged two Spaniards (Juan Jose Fernandez Garcia and Luis Martin Caro Sanchez) with insider...

Match Rights and Incremental Bidding - 3Par

Posted on August 26, 2010
So, after three days Dell has come back with a bid to match that of HP in the contest acquisition of 3Par (previous post here). Dell originally offered $18/share. HP jumped in to bid $24. And now, Dell has come...

TRO Hearing in DE re Hertz

Posted on August 25, 2010
Thanks to Courtroom View, I'm watching the arguments in the challenge to Hertz's acquisition of Dollar. The Dealbook has helpfully posted a copy of the plaintiff's brief requesting a TRO to hold up the deal. Things aren't looking all that...

M&A Market Predictions

Posted on August 24, 2010
August is turning out to be a crazy month for M&A activity. This is somewhat surprising given that August is not usually known as a month with booming deal activity. So what is the currency of choice in this activity?...

3Par Valuation ... "Bonkers"

Posted on August 24, 2010
So says the FT: HP may trump its rival? but to do so it has put a valuation on 3Par that is, frankly, bonkers. Unless, of course, there is value in needling your rival: Perhaps the price factors in the...

HP and the Winner's Curse?

Posted on August 23, 2010
Last week Dell announced that it would acquire 3PAR. This morning, HP announced that it would be topping Dell's bid by some 33%. HP's bid is an anecdotal data-point in favor of Vice Chancellor Strine's thesis that matching rights are...

Next Steps in BKS Drama

Posted on August 20, 2010
I've been following developments in the Barnes & Noble/Burkle drama for a few months now. I'll admit I was a little surprised when Burkle and BKS let an opportunity to settle the case fall away last week. I figured that...

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