Death of a big law?
The Recorder (HT ATL) asks (concerning W & S’s rolling takeover of Howrey): Among the unknowns: What will be left of Howrey once lawyers have made up their mind about Winston, and what will happen with Howrey’s debt if most partners who receive offers accept them and no formal merger with Winston is completed? (In ... Death of a big law?
Airgas and shareholder value
Bebchuk, Cohen and Wang have posted Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment. Here’s the abstract: While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely being the product of the tendency ... Airgas and shareholder value
Packers, LLC?
Just in time for the Super Bowl the New Yorker writes about the non-profit Packers — the only NFL team organized in this form. The argument for the NFL rule barring anymore non-profits is that it takes a lot of money to run an NFL franchise. But the article says Green Bay stands as a ... Packers, LLC?
The Illinois supremes’ bare-knuckled opinion
A couple of days I noted: The majority opinion in the appellate court makes a pretty good case that (1) even if Emanuel’s a legal resident for voting purposes he has not physically resided in Chicago for the last year, as the statute arguably requires of candidates; and (2) the exception for service to the ... The Illinois supremes’ bare-knuckled opinion
Delaware uncorporate law evolves an escape from Dodd-Frank
It’s been interesting to watch uncorporations (particularly LLCs and limited partnerships) evolve over the last twenty years or so. Perhaps the most interesting aspect of this evolution is what’s been happening in Delaware regarding contracting over fiduciary duties. This is particularly intriguing because it concerns a key area of difference between corporations and uncorporations — ... Delaware uncorporate law evolves an escape from Dodd-Frank
Delaware for Small Fry: Jurisdictional Competition for Limited Liability Companies
My article with Bruce Kobayashi, previously available as a working paper, has just been published in 2011 University of Illinois Law Review 91 with the above new title . The published version has been posted on SSRN. Here’s the revised abstract: Most of the work on jurisdictional competition for business associations has focused on publicly ... Delaware for Small Fry: Jurisdictional Competition for Limited Liability Companies
The Rahm problem
This is a little off-topic, but it’s about Chicago, my home town. I haven’t lived there for 35 years, but I have family there, favorite restaurants, and go there a lot. I am currently away on government service (teaching at a state university). But I couldn’t vote or run for office there, even if I ... The Rahm problem
Another path to growth: fix SOX
Yesterday I noted, anticipating the President’s call tonight for spending to encourage US growth and competitiveness, that “a better way to increase U.S. competitiveness is by changing the law rather than spending money.” One law to consider is Sarbanes-Oxley. In our book, The Sarbanes-Oxley Debacle, Butler and I discuss, among other things, SOX’s effect on ... Another path to growth: fix SOX
Paths to competitiveness: more spending vs. better laws
As Steve Bainbridge recently noted: Obama said . . . that making the U.S. more competitive means investing in a more educated work force, committing more to research and technology, and improving everything from highways and airports to high-speed Internet. He observes that a better way to increase U.S. competitiveness is by changing the law ... Paths to competitiveness: more spending vs. better laws
The SEC recommends broker-dealer fiduciary duties
The SEC staff, acting under Dodd-Frank §913(g), has decided to recommend a “uniform fiduciary standard” for broker-dealers and investment advisors who provide investment advice to retail customers. The recommended rules would provide that the standard of conduct for all brokers, dealers, and investment advisers, when providing personalized investment advice about securities to retail customers (and ... The SEC recommends broker-dealer fiduciary duties
More on the First Amendment and proxy access
The ramifications of the Supreme Court’s decision in Citizens United promise to play out for quite awhile, particularly including its effect on corporate governance. For example, will corporate decision-making that produces corporate speech be exempt from the First Amendment? And how does the First Amendment apply to securities law limitations on what corporations can say ... More on the First Amendment and proxy access
Goldman and the problem with incentive compensation
We have heard a lot about the need to give investment bankers skin in the game to constrain the kinds of counterproductive risk-taking that led to the meltdown. The NYT describes a firm that has been doing that — Goldman Sachs. Unlike other Wall Street firms, Goldman retained a partnership system when it became a ... Goldman and the problem with incentive compensation
