The Archives

Everything written by Bill Sjostrom on law, economics, and more

Halliburton Annual Shareholders’ Meeting Location

Halliburton Company is catching heat from shareholder activists for holding its meeting in Duncan, Oklahoma, a town of 22,500, instead of Houston as it has done since 2003 (AP article). “They’re relocating to a city where they don’t actually have to be accountable to their own shareholders,” said Maureen Haver, spokeswoman for the Houston Global ... Halliburton Annual Shareholders’ Meeting Location

The Importance of Hedge Funds

The current issue of The New Yorker magazine includes an article about hedge funds (click here). The article mentions that hedge funds have been called locusts of the global economy, disasters waiting to happen absent regulation, and instruments of Satan. It notes that hedge funds are easy to hate. “They’re secretive, rarely making public disclosures ... The Importance of Hedge Funds

Elizabeth Nowicki Joins Us as Guest Blogger

We’re pleased to announce that Elizabeth Nowicki will be joining us for the next few weeks as a guest blogger. Elizabeth is an associate professor of law at the Universtiy of Richmond School of Law where she teaches corporations and m&a. She w

Google Shareholder Proposal to Eliminate Dual-Class Capitalization

Google’s recent proxy statement included the below shareholder proposal submitted by the Bricklayers & Trowel Trades International Pension Fund. RESOLVED: That the shareholders of Google Inc. (“the Company�) request that the Board of Directors take the steps that may be necessary to adopt a recapitalization plan that would provide for all of the Company’s outstanding ... Google Shareholder Proposal to Eliminate Dual-Class Capitalization

I’ve been misinterpreted.

I recently published an article on section 36(a) of the Investment Company Act of 1940. Section 36(a) provides a federal cause of action for “a breach of fiduciary duty involving personal misconduct in respect of any registered investment companyâ€? by an officer, director, investment adviser, or principal underwriter of an investment company, among others. Although ... I’ve been misinterpreted.

We’re not just monkey scribes

Recently posted on SSRN is an interesting article by Steven Schwarcz (Duke) entitled “Explaining the Value of Transactional Lawyering.â€?  Here’s the abstract: This article attempts, empirically, to explain the value that lawyers add when acting as counsel to parties in business transactions. Contrary to existing scholarship, which is based mostly on theory, this article shows ... We’re not just monkey scribes

Vonage Free Writing Prospectus

It looks like Vonage is taking advantage of recently liberalized SEC rules that allow the use of written marketing materials during the IPO waiting period. It recently filed this letter as a “free writing prospectus.� Here’s the body of the letter: As you may know, Vonage has filed a registration statement with the Securities and ... Vonage Free Writing Prospectus

Commisioner Atkins on Mutual Fund Governance Rules and SOX 404

Now available on the SEC’s website is a transcript of a April 27, 2006 speech by SEC Commissioner Paul Atkins given to the Investment Adviser Association. There’s nothing particularly surprising in the speech given Atkins’ well-publicized opposition to many of former Chairman Donaldson’s initiatives, but it is still a good read. In particular, he focuses ... Commisioner Atkins on Mutual Fund Governance Rules and SOX 404

Delaware Opinion Addresses Multitude of Corporate Law Issues

Francis Pileggi has a summary on his blog of the recent Delaware Chancery Court opinion in Oliver v. Boston University (see here).  He also links to the 105 page opinion.  I have not read the opinion but intend to because it addresses a number of core corporate law issues including the business judgment rule, duty ... Delaware Opinion Addresses Multitude of Corporate Law Issues

KKR IPO

Yesterday’s W$J reported on the planned IPO of KKR Private Equity Investors, an investment fund managed by Kohlberg Kravis Roberts & Co., the legendary corporate buy-out firm (see here). The shares have begun trading on Euronext Amsterdam at $24.80 per share. According to the W$J, KKR listed the shares in Amsterdam to avoid “some of ... KKR IPO

Very Comfortable Seven Figures

A friend of mine forwarded me a link to the recent NYT article “Wanted:  Lawyers With a Skill Set in Finance� because I have (or once had) a skill set in finance, including private equity work.  I’ve never regretted leaving practice for academia because there is no better job in the world than being a law professor.  ... Very Comfortable Seven Figures

Stock Spam

Stock spam refers to spam emails that tout typically thinly traded stocks.  There’s a new paper up on SSRN entitled “The Effect of Stock Spam on Financial Markets� that analyzes whether stock spam impacts trading volume or market valuation of the touted stocks.  Here’s the abstract: Spam messages are ubiquitous and extensive interdisciplinary research has ... Stock Spam