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Academic

M & A Law Prof Blog

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

Intel, McAfee, and Matching Rights

Posted on August 19, 2010
I've posted on matching rights in merger agreements before. And, over at The Deal Professor, just yesterday Steven did a nice post on deal making innovations with the observation that matching rights are becoming more and more common. Almost as...

Latham & Watkins on Cheap Stock Issues

Posted on August 16, 2010
In this helpful Client Alert Latham & Watkins reviews the accounting and tax issues associated with equity awards to company employees during the months preceding an IPO, and provides a summary of the related concerns of the Staff of the...

Strine rules on BKS pill and Saturday nights for corporate law junkies

Posted on August 12, 2010
OK, I'll admit. This hurt: ... At bottom, Yucaipa is simply positing an absurd scenario, at best fit for a discussion by a Red Bull fueled group of nerdy second year law school corporate law junkies, who find themselves dateless...

Fulbright on Two-Step Acquisitions

Posted on August 11, 2010
Noting that the two-step acquisition structure (i.e. a front-end tender offer followed by a merger) has continued to rise steadily in the United States public company M&A market this year,Fulbright has published this guide to the benefits and potential pitfalls...

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Now that's insider trading!

Posted on July 30, 2010
You know, I can't understand why people risk so much (career, reputation, family) for so little. How many times have you heard about the lawyer who gave in to the temptation to trade on client confidence only to reap $5,000...

Corporate Governance Around the World

Posted on July 29, 2010
I spent some of this week in Washington, D.C. at the XVIIIth International Congress of Comparative Law. The congress, which is presented by the International Academy of Comparative Law and the American Society of Comparative Law is taking place all...

ASU Business Law Prof

Posted on July 28, 2010
The Sandra Day O'Connor College of Law, the oldest and largest law school in the nation's fifth largest city, has embarked on a program of transformative growth. Over the past two years the College has experienced record levels of giving,...

BP Asset Sales

Posted on July 26, 2010
Seems like BP is aggressively seeking to shed assets in a bid to generate cash to fund the $20 billion compensation account for the damages associated with its ongoing mess in the Gulf of Mexico. BP started with series of...

Scoundrels in Law

Posted on July 26, 2010
Another edition of things I'm reading cause it's summer: Scoundrels in Law: The Trials of Howe and Hummel, Lawyers to the Gansters, Cops, Starlets, and Rakes Who Made the Gilded Age by Cait Murphy. This is a great book about...

Snooki and the Poison Pill

Posted on July 25, 2010
For those of you who didn't get Vice Chancellor Strine's pop-culture "Snooki" reference during day four of the BKS poison pill trial, the New York Times Fashion & Style section has helpfully provided all you need to know (here). -bjmq

Dodd-Frank and M&A

Posted on July 22, 2010
We at the M&A law prof blog haven?t spent much time addressing the new financial reform bill, but those who are interested should definitely read through the terrific masters forum on the Conglomerate addressing various aspects of the bill. There...

Playboy and the New Unified Standard?

Posted on July 20, 2010
One transaction that's been drawing a lot of attention in recent days is Hugh Hefner's bid to take Playboy Enterprises (don't worry, the link is safe for work) private for $5.50/share. Hefner presently owns 69.5% of PEI?s Class A common...

Corporate Governance Reforms in India

Posted on July 15, 2010
So I?ve been away for a while with a research trip to India and then madly trying to finish a couple of papers related to the trip. Before I left, I blogged about some of Vice Chancellor Strine?s comments during...

Help Wanted - Business Law Prof

Posted on July 14, 2010
The University of Cincinnati College of Law invites applications from entry-level and lateral candidates for as many as two tenure-track or tenured faculty positions in a broad number of areas, including agency/partnership/unincorporated business associations, civil procedure, commercial law, corporations, criminal...

Yucaipa v Barnes & Noble (day 4)

Posted on July 13, 2010
Today is the last day of the Yucaipa v Barnes & Noble trial in Delaware with Vice Chancellor Strine presiding. Once again, I get to watch courtesy of Courtroom View Network. B&N's outside counsel from Cravath, Scott Barshay is back...

Yucaipa v Barnes & Noble (day 3)

Posted on July 12, 2010
nce again thanks to the folks at Courtroom View Network, court in Yucaipa v Barnes & Noble is back in session with VC Strine presiding. Nachbar has some initial objections with respect to demonstratives used with those reports. Kenneth Nachbar...

Yucaipa v Barnes & Noble (day 2)

Posted on July 09, 2010
Again, courtesy of Courtroom View Network, I'm a fly on the wall of the Barnes & Noble poison pill trial. Greg Taxin is back on the stand and now being questioned by Vice Chancellor Strine. It's more like a conversation...

Pills in Court Today

Posted on July 08, 2010
It's been a busy day in Delaware - thanks to the wonders of the Internet and Courtroom View Network, I've been watching the Versata v Selectica appeal before the Delaware Supreme Court (yesterday) and the Yucaipa v Barnes & Noble...

Pills, Pills, Pills

Posted on July 06, 2010
It's a big week for the shareholder rights plan in Delaware. We've got two high profile cases. The first is the challenge to Barnes & Nobles' shareholder rights plan in the Chancery Court. We've blogged about that saga here already....

Amazon Acquires Woot!

Posted on July 04, 2010
Not the most conventional of press releases, but this has got to be the best merger announcement ever. Woot! announces its acquisition by Amazon. Typically, for a public-private deal the merger agreement requires that the seller make no public announcements...

NOL Pill Arguments Set

Posted on July 01, 2010
The Delaware Supreme Court has set July 7 for arguments in Versata's appeal of Vice Chancellor Noble's ruling in Selectica v Versata. Briefs in the case are available via the Harvard Corporate Governance Blog. (Versata's brief and Selectica's answering brief)...

Loyalty Pleading Standards

Posted on June 30, 2010
Chancellor Chandler reminds us in a letter opinion in Monroe County Employee Retire. Sys. v Carlson, et al (H/T Morris James) that at the pleading stage it isn't enough for plaintiffs to simply point to a transaction where directors or...

The Role of Diligence

Posted on June 29, 2010
This is another post aimed at summer associates and junior lawyers. That research memo on blue sky laws in Guam can be safely put aside - you've got your first real M&A assignment. A senior associate has asked you to...

Why Diligence Matters

Posted on June 29, 2010
Last word on this for the day. Imagine you are tasked with conducting a diligence exercise on a target. Maybe you have no idea what you're supposed to look for when the target opens up their data room. Here's a...

PCAOB Unconstitutional

Posted on June 28, 2010
The Supreme Court just handed down its opinion in the PCAOB case. The court ruled along familiar 5-4 lines that the way the accounting board was created in violation of the President's appointment power. From the opinion: The Government errs...

Helpful Drafting Tips

Posted on June 28, 2010
Ken Adams' excellent bog, AdamsDrafting, has another good post with helpful drafting hints. This one relates to the use of "material" as a modifier in the representations and warranties. I love this. It's the kind of stuff that makes every...

Supreme Court Narrows Scope of "Honest Services" Prosecution

Posted on June 28, 2010
The U.S. Supreme Court recently vacated the conspiracy conviction (premised on an improper theory of "honest services" wire fraud) of former Enron chief executive officer Jeffrey Skilling. In vacating the conviction, the Court essentially narrowed the scope of the U...

Private and Public Merger Waves

Posted on June 25, 2010
Maksimovic et al have recently posted a paper, Private and Public Merger Waves, analyzing merger waves. It's not all that surprising that they find public companies are more likely going to be involved in cyclical merger waves than private companies....

More on the Constitutionality of DGCL 203

Posted on June 24, 2010
The May edition of The Business Lawyer just arrived in my inbox. This edition is the proceedings from a recent symposium on the constitutionality of state anti-takeover laws (DGCL 203) in spired by Guhan Subramanian et al's piece, Is Delaware's...

Litigator's Role in M&A

Posted on June 22, 2010
OK, so you're a summer associate or a junior litigation associate in a NY firm. Probably the highest stakes litigation around for your clients may well entail a proposed merger and a challenge to it. Your not uncommon reaction to...

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