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Corporate & Securities Law

Truth on the Market

Academic commentary on law, business, economics and more.

Post Frequency: 39.9/day

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

The Airgas decision

Posted on February 16, 2011
So Chancellor Chandler, in deciding Airgas, preserved the board’s power to decide when to sell the company. If a company’s shareholders don’t like it, they need to replace the board. If shareholders generally don’t like it they need to change the Delaware statute...

Death to insider traders

Posted on February 16, 2011
NY U.S. Attorney Preet Bharara testified today at the U.S. Sentencing Commission for stiffer insider trading penalties. He said “[t]he guidelines as they stand may be letting some defendants in some cases off with lighter sentences than they deserve” because stock market moves unrelated to the inside information reduced or eliminated profit on their trades...

Revisiting the Theory and Evidence on State CPAs and FTC Act Section 5 Follow-ons

Posted on February 15, 2011
One of the most fundamental issues in the ongoing debate concerning the costs and benefits of expanded FTC Section 5 enforcement is the extent to which one must be concerned with its collateral consequences. A central claim of proponents of a broad interpretation of Section 5 coupled with its aggressive enforcement is that concerns with [...

Antitrust and ObamaCare

Posted on February 15, 2011
There is an interesting story developing on antitrust enforcement and collaboration between hospitals and doctors encouraged by the new health care law. The New York Times reports: An influential Republican member of the Federal Trade Commission, J. Thomas Rosch, said that without ?vigorous antitrust enforcement,? the new alliances of health care providers could reduce competition [...

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Lawyers behaving badly: offering discounts!

Posted on February 14, 2011
PoL invited “Truth on the Market bloggers” to tackle this one. How could we resist? It seems that while the NC bar is apparently unfazed by 40% contingency fees, they’re right on the case when it comes to a law firm offering consumers a discount on services through Groupon...

Borders’s lessons for lawyers

Posted on February 14, 2011
So Borders is headed to bankruptcy. According to the WSJ: Borders’s finances crumbled amid declining interest in bricks-and-mortar booksellers, a broad cultural trend for which it offered no answers. * * * Its online struggles proved critical as consumers became accustomed to getting books mailed to their doorsteps or downloaded to handheld electronic devices...

NYSE-Deutsche Borse and jurisdictional competition

Posted on February 11, 2011
The WSJ opines on the impending sale of the NYSE to Deutsche Börse of Frankfurt. It describes the merger as “a story of inevitable capitalist change and how no country or institution can take its dominance for granted” and a “lesson in how easily capital, both financial and human, can relocate...

Milbank@Harvard

Posted on February 11, 2011
The NLJ reports Milbank is sending its associates to 8-day business training sessions at Harvard Law. Hildebrandt’s Larry Richard says: ”They’re talking about teaching things like economics and finance. Will every lawyer be interested in that? “ Yeah, if they’re practicing business law and plan to stay relevant in an increasingly competitive world...

E Pluribus Duo and payday loans

Posted on February 10, 2011
Payday loans are supposedly a problem. I’m not sure why. Neither was George McGovern. But twelve states prohibit them. Now, if payday loans were like corporate stock, the issuers could avoid one state’s corporate rules by incorporating in a different state...

Big Antitrust Casebook News

Posted on February 09, 2011
OK. Big news for me, anyway. I’m very pleased to announce that I will be joining Andy Gavil, (also my former boss) William Kovacic, and Jonathan Baker as a co-author of the forthcoming Third Edition of Antitrust Law in Perspective: Cases, Concepts and Problems in Competition Policy...

My blackberry’s not working and other extended puns

Posted on February 09, 2011
Having just discovered Kellogg economist Shane Greenstein’s blog, I have also now just discovered on his blog this super-hilarious video. Well worth a watch through to the end: Filed under: musings, technology

On the ethical dimension of l’affair hiybbprqag

Posted on February 09, 2011
Former TOTM blog symposium participant Joshua Gans (visiting Microsoft Research) has a post at TAP on l’affair hiybbprqag, about which I blogged previously here. Gans notes, as I did, that Microsoft is not engaged in wholesale copying of Google’s search results, even though doing so would be technologically feasible...

American Economic Review’s Top 20 of the Last 100 Years

Posted on February 09, 2011
The paper is here (HT: Steve Salop). The AER’s The Top 20 Committee, consisting of Kenneth J. Arrow, B. Douglas Bernheim, Martin S. Feldstein, Daniel L. McFadden, James M. Poterba, and Robert M. Solow, made the selections. The list is alphabetical, of course, but TOTM readers will observe that it starts off particularly well (see [...

Tim Wu to the FTC: What does it mean?

Posted on February 09, 2011
As you may have heard, Columbia lawprof and holder of the dubious distinction of having originated the term and concept of Net Neutrality, Tim Wu, is headed to the FTC as a senior advisor. Curiously, his guest stint runs for only about four and a half months...

Private equity and corporate jets

Posted on February 08, 2011
I’ve written about the benefits of private equity’s “uncorporate” discipline, including owner exit rights and high-powered compensation, in reducing managerial agency costs in large firms. See my Partnership Governance of Large Firms and the longer version in Chapter 8 of my Rise of the Uncorporation...

Pay gaps as big law’s death rattle

Posted on February 08, 2011
Today’s WSJ reports on more evidence of the death of big law under the headline “Pay Gap Widens at Big Law Firms as Partners Chase Star Attorneys.”: Some of the biggest law firms are paying outsize salaries to star attorneys, in some cases 10 times what they give other partners, in a strategy that is [...

Now online: Rules for Growth

Posted on February 08, 2011
A formidable group of academics has collaborated in volume that has now been posted on SSRN: Rules for Growth: Promoting Innovation and Growth Through Legal Reform. Here’s an excerpt from the abstract: The United States economy is struggling to recover from its worst economic downturn since the Great Depression...

Is There an Obvious Free Market Bias in Economics Journals?

Posted on February 08, 2011
So Paul Krugman asserts: I can well imagine that it?s hard to be a conservative in some social sciences, but in economics, the obvious bias in things like acceptance of papers at major journals is towards, not against, a doctrinaire free-market view. I doubt it...

Cat groomers and lawyers

Posted on February 07, 2011
What do cat groomers, tattoo artists, tree trimmers, music therapist, locksmiths, caterers, hair stylists, florists, flower arrangers, interior designers, private detectives, hearing-aid fitters, conveyor-belt operators, frozen dessert retailers, hair-salon “shampoo specialists,” glaziers, librarians, nutritionists, respiratory therapists, athletic trainers, boxing promoters, eyebrow threaders, acupuncturists, tattoo artists, massage therapists for humans and for horses, wig servicers, karate [...

The Behavioral Economics of Going to Bed Angry

Posted on February 07, 2011
And other lessons in the (applied) economics of marriage (HT: Mankiw). Filed under: behavioral economics, economics, marriage

Baker on the FCC’s Analysis of the Comcast-NBCU Merger

Posted on February 07, 2011
Jon Baker (FCC, American University) has posted an article summarizing the FCC’s analysis of the Comcast-NBCU merger. Here is the abstract. The FCC?s analysis of the Comcast-NBCU transaction fills a gap in the contemporary treatment of vertical mergers by providing a roadmap for courts and litigants addressing the possibility of anticompetitive exclusion...

Judicial dissolution of NY LLCs

Posted on February 07, 2011
In my recent paper, Close Corporation Remedies and the Evolution of the Closely Held Firm, written for a symposium on the famous Massachusetts close corporation case Wilkes v. Springside Nursing, I focused on the LLC alternative to close corporations...

Gladwell on US News

Posted on February 07, 2011
Malcolm Gladwell tackles US News college and law school rankings in the 2/14 New Yorker (subscription required). The result is the usual Gladwellian light-headedness, a lot of cleverness but best taken like most situation comedies, without a lot of reflection...

Microsoft undermines its own case

Posted on February 04, 2011
One of my favorite stories in the ongoing saga over the regulation (and thus the future) of Internet search emerged earlier this week with claims by Google that Microsoft has been copying its answers–using Google search results to bolster the relevance of its own results for certain search terms...

The costs and benefits of hedge fund disclosure

Posted on February 03, 2011
The WSJ reports on proposed rules forcing hedge funds to disclose confidential proprietary information: Under current rules, many managers are required each quarter to publicly disclose their long equity positions in public securities. The proposed rules would require a much greater level of disclosure to regulators about trading positions, counterparties, liquidity, leverage and performance...

The SEC’s accounting problems

Posted on February 03, 2011
The SEC is charged with the responsibility of making sure that companies that are raising money tell the whole truth about their finances. But the NYT reports that the SEC, which is seeking money from Congress, is having problems with disclosing its own finances: Last November, the G...

The SEC, the First Amendment and general solicitation

Posted on February 03, 2011
Attorney Joseph McLaughlin (whose firm represents Goldman) writes in today’s WSJ about the approaching confrontation between the SEC and the First Amendment over the issue of general solicitation: Goldman Sachs stated that it wouldn’t offer Facebook shares to U...

Death of a big law?

Posted on February 02, 2011
The Recorder (HT ATL) asks (concerning W & S’s rolling takeover of Howrey): Among the unknowns: What will be left of Howrey once lawyers have made up their mind about Winston, and what will happen with Howrey’s debt if most partners who receive offers accept them and no formal merger with Winston is completed? (In [...

Airgas and shareholder value

Posted on February 02, 2011
Bebchuk, Cohen and Wang have posted Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment. Here’s the abstract: While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely being the product of the tendency [...

Packers, LLC?

Posted on February 01, 2011
Just in time for the Super Bowl the New Yorker writes about the non-profit Packers — the only NFL team organized in this form. The argument for the NFL rule barring anymore non-profits is that it takes a lot of money to run an NFL franchise. But the article says Green Bay stands as a [...

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