The Latest

The most recent scholarly commentary on law, economics, and more

Questionable Boston Scientific Press Release

This story in yesterday’s Boston Herald asserts that during the bidding war for Guidant between J&J and Boston Scientific (BSX), BSX “used highly questionable investment advice to swing the battle their way and give their stock a good ‘pop.’� Specifically, BSX put out a press release that quoted various Wall Street analysts endorsing the BSX ... Questionable Boston Scientific Press Release

The Ban on General Solicitation and Advertising

I blogged last week about the recommendations concerning Sarbanes-Oxley 404 adopted by the SEC Advisory Committee on Smaller Public Companies at a meeting on 12/14/05 (see here).  The transcript of the meeting is now available on the SEC’s website (click here).  Today I want to talk about a different recommendation adopted by the committee that ... The Ban on General Solicitation and Advertising

Nacchio’s Puzzling (Innovative?) Defense

An article in today’s W$J reports on former Qwest CEO Joseph Nacchio’s planned defense in a criminal insider trading action brought by the SEC. The defense is perplexing. The SEC has accused Nacchio of selling $101 million of Qwest stock while in possession of inside information that the firm wasn’t doing as well as its ... Nacchio’s Puzzling (Innovative?) Defense

Google Executive Compensation

In an SEC filing yesterday (click here), Google disclosed that in 2006 each of its top three executives, Eric Schmidt (CEO), Sergey Brin (President of Technology), and Larry Page (President of Products), will receive a base salary of $1.00, as they did in 2005. It’s not like they have historically gotten huge bonuses either. According ... Google Executive Compensation

Great. I'm dead, and they're talking about wheat.

Apologies for my relative absence of late: my day job, and all. I know my 3 loyal readers out there (hi Mom!) were wondering about me. Soon, I’ll post more of substance. Meantime, here’s a little chestnut for your bedtime reading pleasure, culled from an article in the Economist. I don’t regularly read the Economist. ... Great. I'm dead, and they're talking about wheat.

Harvey Pitt on Sarbanes-Oxley

Click here for a Forbes article by Harvey Pitt on Sarbanes-Oxley. Pitt was chairman of the SEC during the passage of SOX. The article is balanced. Pitt points out some benefits of SOX: The 2005 Oversight Systems Financial Executive Report on S-Ox surveyed more than 200 financial executives and found a significant majority believe that, ... Harvey Pitt on Sarbanes-Oxley

Proposed Executive Compensation Rules and Foreign Companies

This CFO.com article reports that foreign companies will be exempt from portions of the proposed SEC executive compensation rules (they will only have to report total compensation unless required to provide more disclosure in their home countries). The article characterizes this as a “small bone being thrown to foreign companies, . . .; many of ... Proposed Executive Compensation Rules and Foreign Companies

Correcting "The Ethicist" on Insider Trading

In yesterday’s New York Times Magazine, an anonymous reader posed the following question to The Ethicist: I am a subspecialty physician without primary responsibility for patients. I consulted on the care of the C.E.O. of a major company, the seriousness of whose illness was not being fully disclosed to shareholders. I own stock in this ... Correcting "The Ethicist" on Insider Trading

The Bidding War for Guidant

As most are probably aware, the ongoing bidding war for medical device manufacturer Guidant (GDT) was ratcheted even higher last Tuesday when Boston Scientific (BSI) topped J&J’s most recent bid of $71 a share with an aggressive bid of $80 a share. Within nine hours of receiving BSI’s bid, GDT’s board declared it a “Superior ... The Bidding War for Guidant

Should Lexis and Westlaw License Google PageRank?

A few days ago, I proposed an analogy between blog entries and law review articles. I noted that searching the blogosphere is similar to searching the law review databases in Lexis or Westlaw in the sense that search results of both types are largely content-driven rather than reputation-based. Only relevant content, not past popularity, can ... Should Lexis and Westlaw License Google PageRank?

An Antitrust Modernization Committee Update

For those of you who are not familiar with work of the Antitrust Modernization Committee, and I suspect that this includes most of our readers, the AMC was created by the Antitrust Modernization Committee Act of 2002, and is charged with the following tasks: (1) to examine whether the need exists to modernize the antitrust ... An Antitrust Modernization Committee Update

Google's resistance and corporate social responsibility

The government subpoenas Google’s records, and also Yahoo!’s and Microsoft’s. MSFT and YHOO cave: Their stocks are down a little over and a little under 2%, respectively. Google resists. Its stock drops almost 9%. And yet a headline for an article by MSNBC’s chief economics correspondent–with the relevant stock prices immediately alongside–notes, “Google stand could ... Google's resistance and corporate social responsibility