Showing results for: “Section 5, Collateral Consequences, and Counting Unicorns”
Lay *and* Skilling Found Guilty
See here! Skilling was found guilty of 19 counts (incl. conspiracy, fraud, false statements and insider trading). Lay was found guilty on 6 counts (fraud and conspiracy). I imagine both men will make model prisoners, although Lay might be the better prisoner, since he is very good at closing his eyes to bad things and ... Lay *and* Skilling Found Guilty
Vonage IPO flop magnifies FWP snafu.
As you’ve probably heard, Vonage’s IPO was a flop. It closed down 12.6% from its IPO price of $17. This represented the weakest first day performance of an IPO in nearly two years. It also greatly magnifies the apparent technical violations of the Securities Act I blogged about yesterday (see here). As Voange disclosed in ... Vonage IPO flop magnifies FWP snafu.
Lawyer Licensing: Where's the Data?
Larry Ribstein and Jonathan Wilson are discussing the merits of lawyer licensing at Point of Law. I am especially interested in the discussion of whether lawyer licensing actually protects consumers of legal services from dishonest and incompetent lawyers. Wilson argues that removal of lawyer licensing may well result in lower prices for legal services, but ... Lawyer Licensing: Where's the Data?
Vonage commits technical violation of Securities Act
I blogged earlier about Vonage taking advantage of recently liberalized SEC rules that allow the use of written marketing materials during the IPO waiting period (see here). Specifically, they emailed a letter to their customers regarding a directed share program. They then followed up the letter with a voicemail blast (see here). All this is ... Vonage commits technical violation of Securities Act
Shareholder vs. Stockholder
Along the lines of the last paragraph of this post, when I was a second year law firm associate I drafted a brilliant “Comparison of Rights� section for an S-4 registration statement as required under Reg S-K, Item 1004(a)(2)(v). The section compared the rights of owners of common stock under Minnesota law and Delaware law. ... Shareholder vs. Stockholder
Update on Lawsuit Challenging PCAOB
Recall that in February the Free Enterprise Fund filed a suit claiming that the Public Company Accounting Oversight Board (PCAOB) established under Sarbanes-Oxley violates the appointments clause of the Constitution, among other provisions (see here and here). PCAOB filed a motion to dismiss this week. Click here for details.
Economic Illiteracy of the Week?
Via Ted Frank at Point of Law, the House has overwhelmingly passed a price gouging bill that will not help consumers, but on the bright side, is likely to provide a fresh example for microeconomics instructors teaching the consequences of price controls. The award for economic illiteracy of the week goes to the whole House, ... Economic Illiteracy of the Week?
SEC announces planned Sarbanes-Oxley 404 improvements
Click here for the SEC’s press release with the details. Note that there is no mention of exempting small companies from SOX 404 compliance although the compliance date for non-accelerated filers will once again be extended. The release, however, implies that this will be the last extension and charaterizes it as short. At the latest, ... SEC announces planned Sarbanes-Oxley 404 improvements
No Monkey Scribes Here: The MasterCard IPO and the Role of the Lawyer
Bill’s post concerning the role of lawyers in reducing regulatory costs reminded me that that I had forgotten to post after the recent Harvard Negotiation Law Review Symposium on Deal-Making and Strategic Negotiation (thanks for the invite Vic). I had blogged about the value of case studies for empirical scholarship here. The symposium included some ... No Monkey Scribes Here: The MasterCard IPO and the Role of the Lawyer
I’ve been misinterpreted.
I recently published an article on section 36(a) of the Investment Company Act of 1940. Section 36(a) provides a federal cause of action for “a breach of fiduciary duty involving personal misconduct in respect of any registered investment companyâ€? by an officer, director, investment adviser, or principal underwriter of an investment company, among others. Although ... I’ve been misinterpreted.
Why Spitzer's Payola Attacks Will Harm Consumers
WSJ Law Blog and the WSJ report that Universal Music has now settled with the NY AG’s office for $12 million as a result of Spitzer’s continued attack on what he describes as “corrupt practices” in the music industry. (HT: Bill) The settlement also requires Universal, like Sony BMG and EMG before it, to cease ... Why Spitzer's Payola Attacks Will Harm Consumers
Want to Boost Domestic Oil Production? Give ANWR to the Greens.
There have been some pretty stupid ideas floating around about how to deal with this purported gasoline crisis we’re experiencing. (See, e.g., here.) Here’s one that might sound crazy at first, but is, I submit, crazy like a fox. I propose that the government split the Arctic National Wildlife Reserve and give the pieces primarily ... Want to Boost Domestic Oil Production? Give ANWR to the Greens.
