LLCs: Better Late than Never
Some 25 years after the advent of LLCs, the SEC has proposed officially adding them to the list of entities that may qualify as “accredited investors” under Regulation D (see here at 45). Better late than never.
Go Cubs Go
As a life long Cubs fan, I wanted to give a shout out to the Cubs who start their trek to the World Series tonight. Unfortunately for Cub fans who live in the Eastern time zone, it’s going to be a late night. The game does not start until 10:07pm EST. I look for the ... Go Cubs Go
Dilbert on Stockholder Meetings
See here. At least they bothered to show up at the meeting.
Activist hedge funds hurt credit quality
The Financial Times reports today on a Moody’s study that finds “[a]ctivist hedge funds and other short-term shareholders are almost always bad for the credit quality of their target companies . . . .” (See here for the FT article). I’m interested in reading the Moody’s study but have been unable to find it online. ... Activist hedge funds hurt credit quality
PIPEs
I recently posted on SSRN one of the two articles I have committed to write for the Entrepreneurial Business Law Journal. It’s entitled PIPEs (note that I went with a “micro-title†and successfully resisted the urge (at least for now) of being “very punny,” e.g., PIPE bomb, Sewer PIPE, Burst PIPE, Smoking PIPE, PIPEline . ... PIPEs
Webcast of first SEC roundtable on proxy process now available online
See here for the webcast and here for the agenda. Fellow bloggers Bainbridge and Ribstein participated as well as several other corporate law heavyweights.
Spring Placement Round-Up
Over at PrawfsBlawg, Matt Bodie is soliciting information to compile a list of legal scholarship placed this spring submission cycle. If you want your piece included see here.
North Dakota Publicly Traded Corporation Act
The governor of North Dakota recently signed into law the North Dakota Publicly Traded Corporation Act (ht: Broc Romanek). The Act resembles a shareholder activist wish list including majority voting for the election of directors, elimination of staggered boards, advisory shareholder votes on executive compensation, shareholder proxy access, proxy contest reimbursement, poison pill restrictions, etc. ... North Dakota Publicly Traded Corporation Act
Two and Twenty-five?
See here.
Shareholder Proposal re: NO NEW stock options
DealBook reports that Goldman Sachs has included the following shareholder proposal from Evelyn Davis in its 2007 proxy statement: RESOLVED: “That the Board of Directors take the necessary steps so that NO future NEW stock options are awarded to ANYONE, nor that any current stock options are repriced or renewed (unless there was a contract ... Shareholder Proposal re: NO NEW stock options
Why doesn’t majority voting as implemented have more teeth?
The whole idea behind majority voting for the election of directors, to paraphrase ISS, is that it transforms uncontested elections from symbolic to democratic. This is because majority voting in its purest form would give shareholders veto authority over management candidates—authority not afforded to shareholders under the traditional plurality voting standard. Critics maintain that giving ... Why doesn’t majority voting as implemented have more teeth?
Are the rich getting more financially conservative?
The answer is “yes” according to this MarketWatch article. Here’s a taste. Forty-three percent of investors with a net worth of $5 million or more, not including a primary residence, say they prefer a guaranteed rate of return for the majority of their investments, according to a new report from Chicago-based Spectrem Group, a consulting ... Are the rich getting more financially conservative?
