Showing results for: “ribstein”
Abolishing corporate personhood
Since the day it was handed down, Citizens United has been a kind of political flypaper for bad laws. The first dead bugs sought to exploit the decision’s caveats by targeting disclosure and shareholder approval (the Shareholder Protection Act, critized here) and prohibiting political expenditures by government contractors (the Disclose Act). More recently, CU-haters are ... Abolishing corporate personhood
The uncorporate approach to poor earnings
Yesterday’s WSJ reported that hedge funds are facing possible investor redemption demands: As the year comes to a close, some investors say they are reviewing how their managers have performed through the recent volatility and are making decisions about whether to cash out of underperforming funds. Investors who want out before the end of the ... The uncorporate approach to poor earnings
The emerging venue battle in El Paso/Kinder Morgan
T-R’s Alison Frankel writes (HT Pileggi) about dueling suits in Texas and Delaware challenging the El Paso/Kinder Morgan merger: Three class actions in Texas state court and two class actions and a shareholder derivative suit in Delaware Chancery. It looks like this merger may bring to a head the “escape from Delaware” phenomenon I discussed ... The emerging venue battle in El Paso/Kinder Morgan
A questionable criticism of “alternative” entities
Steve Bainbridge invites my opinion of Delaware lawyer Edward McNally’s view that alternative entities “may not protect investors.” By “alternative entities” he is referring to limited liability companies and limited partnerships, despite his own recognition that they “have become the preferred form of entity for new businesses” (so why aren’t corporations “alternative entities”)? He uses ... A questionable criticism of “alternative” entities
The cash hoarding problem and some solutions
As I discussed last May, corporations are hoarding cash. According to today’s WSJ, they’re still hoarding cash. Mira Ganor writes, in Agency Costs in the Era of Economic Crisis, that it could be about CEO compensation. Here’s the abstract: This Article reports results of an empirical study that suggests that the current economic crisis has ... The cash hoarding problem and some solutions
Illinois Corporate Colloquium: Choi on SEC backdating investigations
Yesterday at the Illinois Corporate Colloquium Steve Choi presented his paper (with Pritchard and Weichman), Scandal Enforcement at the SEC: Salience and the Arc of the Option Backdating Investigations. Here’s the abstract: We study the impact of scandal-driven media scrutiny on the SEC’s allocation of enforcement resources. We focus on the SEC’s investigations of option ... Illinois Corporate Colloquium: Choi on SEC backdating investigations
Debating the business judgment rule
Alison Frankel gripes about a NJ judge’s ruling throwing out a shareholders’ derivative suit seeking to hold the J & J board accountable for problems concerning the company’s Rispardal drug. Frankel thinks the bad faith standard the court applied is not high enough. Ted Frank responds that the fact that the company had settled criminal ... Debating the business judgment rule
The uncorporation and energy infrastructure
My paper, Energy Infrastructure Investment and the Rise of the Uncorporation has been published in the current issue of the Journal of Applied Corporate Finance. It includes a useful summary of my views of uncorporations applied to larger firms. As of now it’s behind a pay wall. Here’s the abstract: While most large U.S. businesses have long ... The uncorporation and energy infrastructure
What if the NCAA adopted Dodd-Frank?
Larcker & Tayan speculate, for example (footnotes omitted): Researchers have long noted that the compensation of college football coaches has risen faster than the compensation of other university employees. According to one study, the compensation awarded to head coaches rose 500 percent between 1986 and 2007. By comparison, the compensation of university presidents rose 100 percent ... What if the NCAA adopted Dodd-Frank?
The problem of the corporate tax
John Steele Gordon, writing in the WSJ, peels the corporate veil away from Warren Buffett’s tax situation: Warren Buffett recently claimed that he had paid only $6.9 million in taxes last year. But Berkshire Hathaway, of which Mr. Buffett owns 30%, paid $5.6 billion in corporate income taxes. Were Berkshire Hathaway a Subchapter S corporation ... The problem of the corporate tax
Small business, partnership law and software
Two partners form a business in 1995 for providing dial up internet service to rural Wisconsin. Their relationship deteriorates and in 1999 one (Bushard) withdraws, writing a letter expressly dissolving the partnership. (The letter presciently noted that “this is an optimal time for selling the business at maximum value.” Indeed, a firm had expressed a ... Small business, partnership law and software
The tangled duty to tell the whole truth
A recent NY App. Div case, Pappas v. Tzolis, presents a tangled web that illustrates the current state of the LLC contracting architecture in the U.S. I previously discussed the lower court opinion in this case, concluding that ” any appeal of this judgment should be interesting.” (See also Peter Mahler.) I was right about ... The tangled duty to tell the whole truth
