At the AALS: Adjudication and jurisdictional choice in LLCs
This Friday, January 7, I’ll be presenting a paper on this topic at the AALS Section on Agency, Partnership, LLC’s and Unincorporated Associations, 8:30-10:15, Hilton, Franciscan A, Ballroom Level, Hilton San Francisco Union Square. [Yes, at the Hilton. That’s a long story in itself with many plot lines and themes, which I will get into ... At the AALS: Adjudication and jurisdictional choice in LLCs
The First Amendment, the securities laws and hedge funds
I have been writing for some time about the First Amendment and the securities laws. In a nutshell, the formerly inviolate notion that the securities laws are a First-Amendment-free zone has always been constitutionally questionable. The questions multiply with the expansion of the securities laws. The Supreme Court’s recent broad endorsement of the application of the ... The First Amendment, the securities laws and hedge funds
Happy New Year — go watch a movie
Here are the best films I saw in 2010, in reverse chronological order: Hearts of Darkness, The Chaser, Fear and Loathing in Las Vegas, Mother, The Life and Death of Colonel Blimp, The White Ribbon, The Lives of Others, Sin Nombre, Suicide Kings, A Prophet, The Damned United, Barfly, The Wrestler, In the Loop, Revanche, ... Happy New Year — go watch a movie
Abercrombie goes to Ohio
Steve Davidoff has the story, and it’s an interesting exercise in corporate contracting complicated by jurisdictional choice. Abercrombie’s proposed reincorporation is essentially a takeover defense. Unlike Delaware, Abercrombie’s current state of incorporation, Ohio Has a business combination statute that’s triggered by a 10% acquisition rather than 15% as in Delaware. Has a control share acquisition ... Abercrombie goes to Ohio
The securities laws and the First Amendment
Attorney John Olson has posted a discussion and copy of a brief for the Chamber of Commerce and the Business Roundtable challenging the SEC’s recent proxy access rule, Rule 14a-11. That’s the rule that requires corporations to include in their proxy materials candidates for director election nominated by 3%/3-year shareholders. (Here’s my discussion of some ... The securities laws and the First Amendment
Sheepaholics
According to today’s WSJ: “Once upon a time, Americans got dogs for their sheep. Now they get sheep for their dogs.” Seems that border collies really need to herd. They’re so compulsive that “they sometimes search for livestock behind the television when sheep appear on screen.* * * Left unoccupied, they’ll dig up the garden, ... Sheepaholics
Religion, capitalism and compassion
My most avid fans may have noticed I’ve been away from blogging for a few days. In fact, I’ve been traveling for a lot of that time in Israel (among other things, giving a talk at Hebrew University in Jerusalem). Given my recent travels to the Holy Land I thought it might be appropriate for ... Religion, capitalism and compassion
The obscure efficiency of empty voting
A few years ago a new scandal emerged on the corporate scene, prompted by Hu & Black’s work on so-called “empty voting.” The supposed problem is that a hedge fund can separate voting and economic rights by borrowing, hedging or short-term trading. The trader can vote shares in a company in which he owns a ... The obscure efficiency of empty voting
The insider trading crackdown and Reg FD
Today’s WSJ explains how recent insider arrests cracking down on expert services are rooted in the SEC’s misguided Regulation FD. That rule barred firms’ employees from selectively disclosing material information to favored analysts and investors. Selective disclosure is probably legitimate under the general insider trading laws because it’s consented to by the owner of the ... The insider trading crackdown and Reg FD
Copland on Regulation by Prosecution
The Manhattan Institute’s James Copland writes about “Regulation by Prosecution” through deferred prosecution agreements. His report details the exceptional and troubling power that prosecutors have used to circumvent the normal democratic legislative process and subvert the rights of individual defendants in criminal actions. In his report, Copland exposes the increasing American phenomenon of “regulation by ... Copland on Regulation by Prosecution
Nocera on the uncorporation and the financial crisis
The Glom’s having a book club on McLean & Nocera’s All the Devils Are Here. I haven’t read the book (it takes a lot to get me to read a book by business journalists). But I have read David Zaring’s interview with his “favorite Times columnist. One of the questions and answers naturally piqued my ... Nocera on the uncorporation and the financial crisis
Curbing food trucks in the Windy City
Today’s WSJ discusses a particularly irritating example of Chicago regulation: “We’re stopping the sale of cupcakes,” she recalls [a police officer] saying, before he handed her a ticket and shooed her away.”* * * After receiving a $275 ticket, Ms. Kurtz, a 41-year-old entrepreneur who quit her corporate marketing job recently to launch Flirty ... Curbing food trucks in the Windy City
