The Archives

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

I told you they’re not PIPE bombs.

Following up on this post, the October issue of Institutional Investor has an article entitled Pipe dreaming (no link available). The article acknowledges the bad reputation of PIPE deals (a reputation enforced by recent articles in the W$J (see here) and NYT (see here)) and then notes: Pipes are becoming a reliable capital-raising tool for ... I told you they’re not PIPE bombs.

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

Legal Status of the SEC’s Manual of Publicly Available Telephone Interpretations

Since 1997, the SEC’s Manual of Publicly Available Telephone Interpretations has been available online (see here). It is also searchable on Westlaw (see the FSEC-MISC database). The manual contains a bevy of interpretations of various SEC regulations. As to legal status of these interpretations, the manual states as follows: The responses discussed in this manual ... Legal Status of the SEC’s Manual of Publicly Available Telephone Interpretations

Cablevision Buyout

Last week the Dolan family announced an offer to take Cablevision private. The family owns 22.5% of Cablevision’s common stock. However, Cablevision has a dual capitalization consisting of one-vote-per-share Class A stock (which trades on the NYSE) and ten-vote-per-share Class B Stock (which is not publicly traded). The Dolan family owns all of the Class ... Cablevision Buyout

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

Report on 2006 Proxy Season

The 2006 Postseason Report, an analysis of the 2006 proxy season prepared by ISS, is now available online (see here). As expected, the big issue was majority voting for the election of directors. According to the report, more that 180 U.S. companies adopted some type of election reform. Most of these companies, however, followed the ... Report on 2006 Proxy Season

Mutual Fund Voting

The W$J ran a story earlier in the week on mutual fund voting (see here). The story reported on the somewhat old news that academic research has “found no evidence of fund companies tailoring their votes to specific business relationships,” contrary to earlier claims by shareholder activists. The article is nonetheless of interest because it ... Mutual Fund Voting

Another study on the harm of backdating

Consistent with the finding of the article described here, this article describes a Bloomberg study finding that backdating “has so far cost investors at least $7.9 billion in market value.” The analysis looks to have controlled for industry specific factors by comparing returns to applicable sector indexes. What’s not clear, and this is a point ... Another study on the harm of backdating

Martin Lipton on Boardroom Confidentiality

Martin Lipton of Wachtell, Lipton, Rosen & Katz issued a short memo yesterday on “boardroom confidentiality” or “what I would have advised HP to do had they asked.” Click here for the memo.

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

Hedge Fund Deregistration

This Bloomberg article notes that 106 hedge funds have withdrawn their registrations under the Advisers Act since the SEC’s rule requiring registration was struck down in Goldstein v. SEC. According to the article: SEC spokesman John Heine said 70 hedge fund managers told the agency they opted out because registration is no longer required. The ... Hedge Fund Deregistration

Backdating did harm investors.

Three Michigan B school profs have a new paper up on SSRN entitled “The Economic Impact of Backdating Executive Stock Options.� The paper adds some important data to the backdating debate. Specifically, the paper looked at 45 firms implicated in the backdating scandal and found that over a 21-day period surrounding the revelation of backdating, ... Backdating did harm investors.