SEC Office of Chief Accountant position on spring-loading and bullet-dodging
The SEC Office of the Chief Accountant issued a letter today “summarizing the staff’s views regarding the accounting for stock options in the historical financial statements of public companies.” See here. The letter addresses a number of accounting issues concerning option backdating. It also has this to say about spring-loading and bullet-dodging: H. Timing of ... SEC Office of Chief Accountant position on spring-loading and bullet-dodging
New article on Board vs. Shareholder power
Lynn Stout from UCLA School of Law just posted a paper on SSRN entitled “The Mythical Benefits of Shareholder Control.” The article is forthcoming in the Virginia Law Review. Here’s the abstract: In ‘The Myth of the Shareholder Franchise‘ [also forthcoming in the Virginia Law Review], Professor Lucian Bebchuk argues that the notion that shareholders ... New article on Board vs. Shareholder power
New Paper on Option Backdating
Speaking of option backdating, David Walker from Boston University School of Law has just posted a new working paper on SRRN entitled “Some Observations on the Stock Option Backdating Scandal of 2006.” Here’s the abstract: The corporate stock option backdating scandal has dominated business page headlines during the summer of 2006. The SEC is currently ... New Paper on Option Backdating
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.
Thoughts on AFSCME v. AIG
As discussed here, here and here, the Second Circuit recently rejected the SEC’s interpretation of Rule 14a-8(i)(8) which allows a company to exclude a shareholder proposal from its proxy materials “[i]f the proposal relates to an election for membership on the company’s board of directors . . . � (see AFSCME v. AIG, 2006 WL ... Thoughts on AFSCME v. AIG
SEC to propose amendment to Rule 14a-8 in light of AFSCME decision
As discussed by Prof. B. in this post, the 2nd Circuit recently ruled “that a shareholder proposal that seeks to amend the corporate bylaws to establish a procedure by which shareholder-nominated candidates may be included on the corporate ballot does not relate to an election within the meaning of [Rule 14a-8(i)(8)] and therefore cannot be ... SEC to propose amendment to Rule 14a-8 in light of AFSCME decision
ExpressO appears to be down
I tried to access ExpressO this morning but instead of its homepage I got a Network Solutions page stating: “This domain name expired on 08/30/2006 and is pending renewal or deletion.” Nice timing! Update: It’s back up.
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.
It’s not a PIPE bomb
Similar to Gretchen Morgenson’s recent attack on Rule 144A offerings (discussed by Larry Ribstein here), page C1 of yesterday’s W$J assails PIPE offerings (see here). PIPE stands for “private investment in public equity” and is a financing technique used by many small and mid-size public companies. In a typical PIPE, a company privately negotiates a ... It’s not a PIPE bomb
Google seeks exemption from Investment Company Act
According to this WSJ article, Google has asked the SEC to declare that Google is not an “investment company” and therefore not subject to the Investment Company Act of 1940. This seems like an odd request, but it highlights the broad sweep of the definition of investment company. Section 3(a)(1)(C) of the ICA provides that ... Google seeks exemption from Investment Company Act
Corporate Law Comics
Our law librarian pointed me to Stu’s Views Law & Lawyer Cartoons website (www.stus.com) which contains cartoons for various corporate law cases (among other things). Here’s two examples: So what are the cases?
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.
