Showing results for: “ribstein”
Should there be default fiduciary duties in Delaware LLCs and LPs?
A recently published on-line symposium calls needed attention to Delaware Chief Justice Myron Steele’s remarkable article, Freedom of Contract and Default Contractual Duties in the Delaware Limited Partnerships and Limited Liability Companies, 46 Am. Bus. L.J. 221 (2009) (no free link available). The Chief Justice makes an argument that is guaranteed to shock traditional business ... Should there be default fiduciary duties in Delaware LLCs and LPs?
Decriminalizing agency costs
The WSJ reports on comments by former FBI official David Cardona’s on why there haven’t been more prosecutions of financial executives as a result of the recent financial crisis: “There’s been a realization and a more deliberate targeting by the Department of Justice before we launch criminally on some of these cases” * * * ... Decriminalizing agency costs
Let Congress trade!
I have previously discussed here and here the policy arguments against a broad ban on Congressional insider trading (this is apart from Steve Bainbridge’s serious problems with the proposed legislation). Now Todd Henderson and I have weighed in on Politico with more on why we should let Congress trade (while imposing strong disclosure duties). ... Let Congress trade!
The NYT on law teaching
The NYT brings another David Segal story on legal education. Today’s sermon: law schools don’t teach “lawyering.” Boiling away the overheated journalism, here’s the indictment: Law profs are richly paid for writing mostly useless law review articles rather than “the essential how-tos of daily practice.” Students study cases about contract law but not contracts. Clinics ... The NYT on law teaching
Why do insiders trade illegally?
Not, as economic theory would predict, because they need the money, according to Bhattacharya and Marshall, Do They Do it for the Money? Here’s the abstract: Using a sample of all top management who were indicted for illegal insider trading in the United States for trades during the period 1989-2002, we explore the economic rationality ... Why do insiders trade illegally?
TOTM goes to court
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the ”troubling lawlessness of NY LLC law.” In brief, the court sustained a non-disclosure claim based on “plaintiffs’ allegations that the promoter defendants planned the business venture, organized the LLCs, and solicited plaintiffs to invest in them” despite ... TOTM goes to court
Congressional insider trading
CBS is all hot and bothered about insider trading by Congress. Steve Bainbridge is not so sure it’s illegal. Neither am I, and I question whether it should be on policy grounds (see here, first published here). I suggest more disclosure, and reducing the opportunity for all kinds of corruption by having less law.
The NYT on Romney @ Bain
A long front page article in today’s NYT tries to make political hay out of Romney’s time at private equity firm Bain Capital. The article supports the White House’s efforts to, as the article says, “frame Mr. Romney’s record at Bain as evidence that he would pursue slash and burn economics and that his business ... The NYT on Romney @ Bain
Where have all the IPOs gone?
Ritter, Gao and Zhu ask, Where have all the IPOs Gone? Well, not to young men everywhere, but to the older men and women who run the big companies that have replaced public markets as the key venture capital exit. Here’s the abstract: During 1980-2000, an average of 311 companies per year went public in ... Where have all the IPOs gone?
The jurisprudential significance of blogs
Gordon Smith notes that this issue came up at a Columbia conference on Delaware law and courts. He observes that the Glom gets a plug on a speaker’s slide. So I’ll mention that above the Glom on the pictured slide we find. . . Truth on the Market.
What happens to a law firm’s work after the firm dies?
Today’s WSJ covers the Howrey bankruptcy and specifically the ex-partners’ and their new firms’ potential liabilities for unfinished business taken from Howrey. As the article says, Howrey’s bankruptcy trustee, the custodian of its claims under state law, “has the right to sue for profits generated by work that partners started at their old law firms ... What happens to a law firm’s work after the firm dies?
Say on say on pay?
“Say on pay” seems like one of those “chicken soup” ideas — at best salutary and at worst unobjectionable. Who could object to letting the shareholders vote on executive pay? Minor Myers, for one, in The Perils of Shareholder Voting on Executive Compensation. He suggests that “the more involved shareholders are in a firm’s managerial ... Say on say on pay?
