Showing results for: “ribstein”
Corporate jets: the new backdating?
Looks like a new scandal is brewing. A WSJ article co-written by one of the backdating reporters (Mark Maremont) looks through FAA flight records to find that dozens of jets operated by publicly traded corporations made 30% or more of their trips to or from resort destinations, sometimes more than 50%. Often, these were places ... Corporate jets: the new backdating?
LLCs are not corporations
Nor are they the redundant fictional entity, “limited liability corporations.” This is a lesson that courts and commentators are finally, slowly, learning. I highlighted this point last fall in discussing CML V, LLC v. Bax, 6 A.3d 238 (Del. Ch. Nov. 3, 2010), where VC Laster denied a creditor standing to sue derivatively for an LLC, ... LLCs are not corporations
Making a statement under 10b-5
Janus Investment Fund’s (JIF) prospectus included a misstatement about market timing. Its investment adviser and administrator is Janus Capital Management (JCM). Plaintiff shareholders in the parent company, Janus Capital Group (JCG) argue in the Supreme Court that JCM should be liable as JIF’s manager for “mak[ing] an[] untrue statement of a material fact” in violation ... Making a statement under 10b-5
The taste for insider trading law
Steve Bainbridge responds to my post about insider trading as compensation with a suggestion that rules against insider trading are an example of a case “where mandatory rules are appropriate.” I was about to sputter about laws against insider trading are really about property rights, and surely property should be alienable — right? And about ... The taste for insider trading law
Levin and Goldman
Pandering and scapegoating are not new activities for politicians, but Carl Levin has perfected these dark arts. Most recently the Senator’s game has been to demonize Goldman, culminating in accusations that its ceo, Lloyd Blankfein, engaged in criminal behavior. Per WaPo last April, Levin said federal prosecutors should review whether to bring perjury charges against ... Levin and Goldman
Securities class actions in state court
I’ve previously written about the increasingly unruly market for corporate law, in which many cases involving the governance Delaware corporations are being brought outside of Delaware. Now Jennifer Johnson writes about Securities Class Actions in State Court. Here’s the abstract: Over the past two decades, Congress has gradually usurped the power of state regulators to ... Securities class actions in state court
The Supreme Court teaches a securities lesson
In Erica P. John Fund vs. Halliburton the Court held that the Fifth Circuit erred when it required loss causation for class certification. The Court taught the lower courts the distinction among various elements of securities cases. In order to get Basic’s presumption of reliance you have to prove, e.g., that the alleged misrepresentations were ... The Supreme Court teaches a securities lesson
Say on pay as Arab Spring
Did you know that shareholders in US corporations are like oppressed citizens of corrupt governments? Or that “say on pay” is their Arab Spring? If not, you haven’t been reading Gretchen Morgenson. Better that you read Christine Hurt’s excellent critique of Morgenson’s latest screed.
Gretchen Morgenson’s latest scandal
Gretchen Morgenson (with Louise Story), in today’s front-page NYT “newsatorial” reports on and complains about the fact that the SEC’s civil case against Goldman’s Fabrice Tourre (“Fabulous Fab”) in connection with the Abacus deal has not been accompanied by other civil and criminal prosecutions. The story notes that Tourre worked closely with others at Goldman ... Gretchen Morgenson’s latest scandal
The uncorporate solution to corporate cash hoarding
Jason Zweig wrote Saturday in the WSJ about how companies are hoarding their cash. Microsoft, Cisco, Google, Apple and J & J “added $15 billion in cash and marketable securities to their balance sheets. Microsoft alone packed away roughly $9 billion, or $100 million a day. All told, the companies in the Standard & Poor’s ... The uncorporate solution to corporate cash hoarding
Immigration, preemption and regulatory coordination
The Supreme Court has issued yet another preemption opinion in Chamber of Commerce v. Whiting. The federal Immigration Reform and Control Act makes it unlawful to employ a known unauthorized alien and preempts state sanctions “other than through licensing and similar laws.” The majority held this didn’t preempt Arizona’s broad definition of license to include such ... Immigration, preemption and regulatory coordination
Nevada and the market for corporate law
I’m just catching up with this Board Member article about Delaware’s new competitor, Nevada. It notes that Nevada’s share of the out-of-state incorporation market rose from 4.6% in 2000 to 6% in 2007. Part of this may be due to lower fees than Delaware. But that can’t be the full explanation because all states are ... Nevada and the market for corporate law
