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Corporate & Securities Law

Truth on the Market

Academic commentary on law, business, economics and more.

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Last Entry: April 01, 2011 at 00:51:38

The Law and Economics of Privatizing Alcohol Sales

Posted on September 01, 2010
Economist and occasional TOTM guest blogger Steve Salop (Georgetown) recently sent me the following questions spurred by the local debate over Governor McConnell’s proposal to private the retailing of alcoholic beverages: I have my first antitrust class of the semester tomorrow...

Judicial dissolution of LLCs and the operating agreement

Posted on September 01, 2010
The ever helpful Francis Pileggi brings us news of the Delaware Chancery Court’s recent decision in Lola Cars International Ltd. v. Krohn Racing, LLC, which refused after trial to dissolve an LLC under Delaware з18-802. As I discussed last December, the court previously denied a motion to dismiss the dissolution complaint...

Insurance markets in everything …

Posted on August 31, 2010
As the guys at MR would say…(ESPN).аа Hair insurance edition:а Just call Troy Polamalu the man with the million dollar hair.а The long, flowing black hair that tumbles out of Polamalu’s helmet and down his back — it’s nearly three feet long — has been insured for $1 million by Head and Shoulders, the shampoo [...

More on the HMGs: Scoring Unilateral Effects with the GUPPI

Posted on August 31, 2010
Steve Salop, Serge Moresi, and John Woodbury have posted a very useful primer on the new HMGs new “value of diverted sales” approach to unilateral effects: the gross upward pricing pressure index (GUPPI).а Here’s the basic idea: This concept of ?value of diverted sales measured in proportion to the lost revenues attributable to the reduction [...

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My Favorite Corporate Law Blogs

Posted on August 30, 2010
Here’s what I spend my time reading every morning in the blogosphere. аReaders, have I forgotten any? Professor Bainbridge. аOur good blog neighbor comments on the latest developments in corporate law and securities regulation. аPosts range from practical advice on the evolution of corporate law to snippets of Professor B’s latest academic work...

Owning the law

Posted on August 30, 2010
Just as my Death of Big Law has been published, I’m working with Bruce Kobayashi on a new paper with the above working title, which I will be presenting at the Canadian Law & Economics conference in October. Here’s a taste of an early version I presented last May at Law & Society...

The SEC vs. shareholders

Posted on August 30, 2010
One of the great myths about the SEC’s new proxy access rule is that it is pro-shareholder, or at least gives new clout to shareholders. This is simply wrong, since the SEC evidently did not intend to help shareholders, or at least anything like a significant fraction of the universe of shareholders, and almost certainly [...

The Roberts Court and the Limits of Antitrust

Posted on August 30, 2010
I’ve just finished a draft of a paper for an upcoming conference on the Roberts Court’s business law decisions. Volokh blogger Jonathan Adler, who directs the Center for Business Law and Regulation at Case Western, is organizing the conference...

Verret’s Proxy Access Defenses, Nell Minow, & The Corporate Library

Posted on August 29, 2010
Our TOTM readers will no doubt be familiar with my frequent adversary, Nell Minow of The Corporate Library. аShe really doesn’t like my new paper, Defending Against аShareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank, where I had the audacity to take issue with Dodd-Frank’s grant of authority for the [...

“The Next Big Thing Will Not Be Invented Here”

Posted on August 29, 2010
Intel Chairman and CEO Paul Otellini recently gave the keynote address at the Technology Policy Institute’s Aspen Forum on the US regulation environment and its effect of innovation and economic growth (HT: CNET, WSJ).а The speech got some play in the media because of its overall depressing tone for the US, and its frank criticism [...

Proxy Access: Congrats to Prof. Bebchuk, & It’s Time to Implement My Defenses

Posted on August 27, 2010
Here we go. аIt took a long time, but the SEC adopted proxy access Wednesday under the express delegation of power it received under the Dodd-Frank Act and the proponents of this rule have been celebrating. аLisa Fairfax over at the Conglomerate offers the best summary of the rules I have seen, in addition to [...

Republican?s for Expanding the Tort System?

Posted on August 27, 2010
Barring some sort of last extension Medicare, Medicaid and SCHIPаExtension Act (MMSEA) of 2007 will require all property casualty insurers to report all settlements, awards and judgments that involve a Medicare beneficiary to the Centers for Medicare and Medicaid Services...

Proxy access arrives. Now what?

Posted on August 26, 2010
Here’s the SEC’s release, its summary and another one by Lisa Fairfax. As I’ve said, “peek behind the “shareholder democracy” rhetoric and we see * * * federal control of corporate law [and] turning corporate governance into a political battle between unions and managers...

Happy birthday, Maeve!

Posted on August 26, 2010
Today is a glorious one. My daughter arrived about an hour ago. She is about six weeks early, but doing great. I am overwhelmed by the wonders of modern medicine. Fifty years ago, she would never have survived the pregnancy, and it is likely my wife wouldn’t have made it either...

To Slice or Not To Slice; a Taxing Question

Posted on August 26, 2010
Earlier this week, the WSJ reported on a nuance in the New York state tax code that has come take a bite out of at least one bagel company’s profits, and it illustrates how the complexities of arbitrary taxation schemes can rear their ugly heads and create incentives–and challenges–for consumers and sellers alike that would [...

Deception and “Tells” in Business in Poker

Posted on August 26, 2010
The Economist points to a very interesting study by Stanford’s David Larcker and Anastasia Zakolyukina on the use of deception in the business environment (HT: Brian McCann).а The article’s title, “How to Tell When Your Boss is Lying,” gets at the thrust of the piece...

Stigler?s casket

Posted on August 25, 2010
Today?s Wall Street Journal has an article tailor made for anyone wishing to defend free-markets from overreaching regulation. The story details the legal battle between the monks of St. Joseph Abbey in Louisiana with the Louisiana state funeral regulatory board...

Antitrust Formalism Is Dead! Long Live Antitrust Formalism!: Some Implications of American Needle v. NFL

Posted on August 25, 2010
My take on American Needle, forthcoming in the Cato Supreme Court Review and co-authored with Judd Stone.а I’ll be discussing the paper at the Cato Institute Constitution Day on September 16th, and as luck would have it, on a panel with co-blogger Larry Ribstein (who will be offering his take on Jones v...

The regulatory origins of the flash crash

Posted on August 24, 2010
On May 6, 2010, the market suddenly swung a thousand points. Nobody really knows why. But Dennis Berman, in the WSJ, has a clue ? maybe the regulators did it. He notes that today’s market results from 1975 market reforms aimed at eliminating market makers who were increasing trading costs by increasing spreads: [B]y the [...

Some Competing Economics of Copyright and Fashion

Posted on August 24, 2010
In the WSJ, Scott Hemphill (Columbia) and Jeannie Suk (Harvard) defend Charles Schumer’s proposed bill, which would extend copyright protection to fashion design: Sen. Charles Schumer (D., N.Y.) introduced a bill earlier this month that attempts to get around this problem...

The troubles with business journalists

Posted on August 24, 2010
Chrystia Freeland had some interesting thoughts on this in Sunday’s New York Times: Too much of the top business writing (e.g., Michael Lewis) reports from the inside, based on cooperation with the insiders. Mikael Blomkvist would disapprove. So-called investigative reporters like Gretchen Morgenson obsess over individual wrongdoing instead of root causes...

TOTM Welcomes Eric Helland

Posted on August 24, 2010
TOTM is very pleased to announce the addition of yet another permanent blogger to our roster.а Eric Helland is an economist at Claremont-McKenna College and publishes extensively in law and economics.а Among other accomplishments, Eric has served as a Senior Staff Economist on the President’s Council of Economic Advisers...

No wonder we can’t trust the NYTimes . . .

Posted on August 24, 2010
Look at the sources on which they rely (hint: its a really tall law professor). The reporter called me after reading this piece in the “Wall Street Lawyer” on Judge Rakoff’s ruling in the Bank of America case. Filed under: truth on the market

Criminalizing fiduciary breach

Posted on August 23, 2010
I have posted my Senate testimony from last spring (“Fiduciary Duties of Investment Bankers: Senate Testimony ? May 4, 2010″). There I comment on Arlen Specter’s subcommittee’s attempt to use the furor aroused by the SEC’s strike suit against Goldman to make some terrible new law...

Thoughts on the non-mosque mosque

Posted on August 22, 2010
I’ve resisted posting about this, since everything that could be said has been said. But I can’t abide the views expressed everywhere, even among my friends and colleagues, that I’m a bigot or ignorant or anti-Muslim or xenophobic for thinking the proposed Park51 project (nee Cordoba House) should be voluntarily moved by its backers...

Mutual fund advisers? fiduciary duties

Posted on August 21, 2010
As I discussed a couple of days ago in my post about the SEC’s moves toward imposing fiduciary duties on brokers, I have a new paper on how Congress and the courts messed up fiduciary duties in another context: Federal Misgovernance of Mutual Funds...

Who Are You Calling A Price Theorist Anyway?: Commissioner Rosch Takes on the HMGs Economist “Architects”

Posted on August 20, 2010
Commissioner Rosch has offered an interesting separate statement on the new HMGs.а While favoring the new guidelines generally, Commissioner Rosch offers several criticisms.а I concur with a few of these criticisms, for example, Commissioner Rosch also argues for a more empirical approach to merger analysis...

The future of the Company and the Uncorporation

Posted on August 20, 2010
The Economist has some important recognition of the uncorporation, written by its Schumpeter columnist, who is Adrian Wooldridge. Wooldridge co-wrote with John Micklethwait an important little book called The Company. The article begins, in the spirit of Wooldridge’s book, by noting that “for most of the past 150 years public companies have swept all before [...

Do the New HMGs Move From Cheap Talk to Commitment on Out-of-Market Efficiencies?

Posted on August 20, 2010
One of the primary concerns with the Proposed HMGs was that the new approach would lead to small relevant markets in order to better reflect the Agencies’ views that the traditional approach understated the importance of competition between close substitutes...

The GM IPO, the New Jersey Pension Fraud, and The Bailout

Posted on August 20, 2010
Lots of interesting news items that merit attention, and that more importantly give me an opportunity to link to my scholarship. аThe GM IPO is getting hot, and the government will be selling some of its holdings in GM, though certainly not the lion’s share of its 60% ownership...

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