Showing results for: “Section 5, Collateral Consequences, and Counting Unicorns”
Proposed Amendments to Delaware Code to Facilitate Majority Voting for the Election of Directors
From the ISS Corporate Governance Blog: In another development in the debate over board elections, the executive council of the Corporate Law Section of the Delaware State Bar Association has issued a recommendation on the issue. On April 20, the lawyers’ group endorsed draft legislation to amend the Delaware General Corporation Law to enable shareholders ... Proposed Amendments to Delaware Code to Facilitate Majority Voting for the Election of Directors
Option expensing has arrived
Under SEC rules, a public company is required to start expensing options commencing with its quarter one 10-Q for its fiscal year beginning after June 15, 2005. This means the time has arrived for public companies with calendar year-ends, and as a result, this month many companies have reported or will be reporting for the ... Option expensing has arrived
Legal Structure for Co-Blogging
Many of the papers for the upcoming Bloggership conference are available on SSRN here. I’ve skimmed a number of them. One paper in particular I want to talk about is Eric Goldman’s paper “Co-Blogging Law.� Here’s the abstract: Bloggers frequently combine their efforts through joint blogging and guest blogging arrangements. These combinations may be informal ... Legal Structure for Co-Blogging
Option Backdating: The Next Big Corporate Scandal?
Option backdating was on page one of the W$J again yesterday (here). The story was spurred by comments made by UnitedHealth’s CEO, William W. McGuire, during UnitedHealth’s First Quarter 2006 Results Teleconference on Tuesday. UnitedHealth’s option grants to Dr. McGuire were among those cited as suspicious by a March 18 page one W$J (article here; ... Option Backdating: The Next Big Corporate Scandal?
Manne & Williamson get results from the FTC and DOJ!
My co-author, Marc Williamson, just alterted me to this section in the recently-published FTC/DOJ Merger Guidelines Commentary (.pdf): Industry Usage of the Word “Market� Is Not Controlling Relevant market definition is, in the antitrust context, a technical exercise involving analysis of customer substitution in response to price increases; the “markets� resulting from this definition process ... Manne & Williamson get results from the FTC and DOJ!
Do Slotting Contracts Harm Consumers?
Warning: shameless plug of my own research to follow! Slotting allowances, or payments for shelf space, have been a central part of my research agenda for the last several years. My work with Ben Klein, The Economics of Slotting Contracts, presents a procompetitive theoretical explanation (and some aggregate data in support of our theory) for ... Do Slotting Contracts Harm Consumers?
In Defense of Short-Selling
In today’s W$J, Holman Jenkins stands up for short-sellers, and rightly so. Those folks have taken a bit of a beating lately. They’ve been sued by companies like Biovail and Overstock.com and trashed on talk shows like CBS’s 60 Minutes. [NOTE: I originally linked to the 60 Minutes segment, but I just realized that the ... In Defense of Short-Selling
Is the phrase "material omission" materially misleading?
Judges and commentators (myself included) routinely assert that an element of a claim under Sections 11, 12(a)(2) and 17(a) of the ’33 Act and Rule 10b-5 of the ’34 Act is a misstatement or omission of a material fact. However, the omission part of the element, with slight differences in phrasing, is actually an omission ... Is the phrase "material omission" materially misleading?
"Go-Shop" Provisions in Acquisition Agreements
A standard provision of an acquisition agreement is a “no-shop/no-talk.� Under this provision, the target company contractually agrees with the buyer not to solicit or talk to other buyers, even if unsolicited, regarding making a superior bid. A no-shop/no-talk is designed to protect the buyer against another buyer stealing the deal. However, the provision is ... "Go-Shop" Provisions in Acquisition Agreements
Sen. Lugar’s New Grip on Reality
In a recent speech at the Brookings Institution, Senator Richard Lugar (R-IN) bashed what he called “a laissez-faire energy policy that relies on market evolution.” Under such a policy, he says, “life in America is going to be much more difficult in the coming decades.” He insists that “[w]hat is needed is an urgent national ... Sen. Lugar’s New Grip on Reality
Globetrotters Update
Sports Law Blog’s Michael McCann updates our recent discussion (me: here and here; and Professor McCann here) of the Harlem Ambassadors’ complaint to the FTC regarding the Globetrotters’ use of exclusivity windows in sports arena leases. In response to our debate, the Harlem Ambassadors’ founder and president Dale Moss emailed us some very interesting comments. ... Globetrotters Update
I look pretty young but I'm just backdated, yeah
The WSJ this weekend has a long piece on the issue of stock option backdating, “The Perfect Payday.” Here’s the tagline: Some CEOs reap millions by landing stock options when they are most valuable. Luck–or something else? It’s an interesting article, much of which is devoted to debunking the assertion that backdating of options grants ... I look pretty young but I'm just backdated, yeah
