The tangled duty to tell the whole truth
A recent NY App. Div case, Pappas v. Tzolis, presents a tangled web that illustrates the current state of the LLC contracting architecture in the U.S. I previously discussed the lower court opinion in this case, concluding that ” any appeal of this judgment should be interesting.” (See also Peter Mahler.) I was right about ... The tangled duty to tell the whole truth
The man who invented the hostile takeover
Henry Manne first theorized the market for corporate control, but the man who first put the concept into action was Louis E. Wolfson. I blogged briefly about Wolfson when he died in 2008. Now you can read more about him in Alan M. Weinberger, What’s in a Name?– The Tale of Louis Wolfson’s Affirmed, 39 Hofstra ... The man who invented the hostile takeover
New on SSRN: Preemption and Choice-of-Law Coordination
My new paper with Erin O’Hara O’Connor has just been posted. The paper analyzes preemption in light of the theories presented in our book, The Law Market. I earlier discussed our evolving ideas and their application to the Supreme Court’s recent arbitration and immigration decisions. Here’s the abstract: The scope of federal preemption of state ... New on SSRN: Preemption and Choice-of-Law Coordination
Coding legal arguments
The NYT writes about computerized journalism: The company’s (Narrative Science) software takes data, like that from sports statistics, company financial reports and housing starts and sales, and turns it into articles. * * * The Big Ten Network, a joint venture of the Big Ten Conference and Fox Networks, began using the technology in the ... Coding legal arguments
New Yorker captions and the law
For years I’ve been trying to win the New Yorker caption contest. After repeated failure I’ve finally decided my problem is that I’m not a typical New Yorker reader. Which means that I read the Wall Street Journal. So now the WSJ has a story (who will read it?) on other people who have had ... New Yorker captions and the law
Pre-formation fiduciary duties in LLCs: Roni v. Arfa
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the “troubling lawlessness of NY LLC law.” As discussed in my blog post, the court in that case, after holding that the parties’ arms-length pre-formation business relationship did not support a fiduciary relationship, nevertheless denied defendants’ motion to dismiss ... Pre-formation fiduciary duties in LLCs: Roni v. Arfa
Dodd-Frank and law’s information revolution
In Law’s Information Revolution, Kobayashi and I note that: a Davis, Polk & Wardwell LLP report on Dodd-Frank became a main way to access materials relating to this long and complex law. The firms hope to use these materials to generate business. Law firms might also sell subscriptions to more sophisticated materials or offer them ... Dodd-Frank and law’s information revolution
The legislative response to Olmstead
I wrote last year about how the Florida Supreme Court had messed with the LLC “charging order” remedy to give the creditors of the sole member of an LLC access not just to the members’ financial rights, as the statute allows, but also to the member’s governance rights, which the statute arguably forecloses. The dissenters ... The legislative response to Olmstead
Incentive pay for bank regulators
Now that regulating banker pay has been studied exhaustively, here’s something else worth studying: bank regulator pay. Fred Tung and Todd Henderson are on the case, in Pay for Regulator Performance. Here’s the abstract: Few doubt that executive compensation arrangements encouraged the excessive risk taking by banks that led to the recent Financial Crisis. Accordingly, ... Incentive pay for bank regulators
2011 Illinois Corporate Colloquium: Shadab on credit risk transfer
The 2011 Illinois Corporate Colloquium got off to a good start with Houman Shadab presenting his paper, The Good, the Bad, and the Savvy: Credit Risk Transfer Governance. Here’s the abstract: Goldman Sachs and AIG on the eve of the 2008 financial crisis were bound together through a web of credit risk transfer (CRT) contracts ... 2011 Illinois Corporate Colloquium: Shadab on credit risk transfer
One is not a partnership
Bob Hillman and Don Weidner have a nice little paper in the form of a dialog about what you have when a partner withdraws leaving only one “partner”: Partners Without Partners: The Legal Status of Single Person Partnerships. Here’s part of the abstract: Although we have differing views on whether a single person partnership is ... One is not a partnership
Delaware bans LLC creditor derivative suits
On Friday the Delaware Supreme Court decided the important case of CML V, LLC v. Bax (see Francis Pileggi’s helpful summary). The court, per CJ Steele, held that a creditor lacks standing to sue an insolvent LLC derivatively. The court reasoned that when the Delaware LLC Act says in §18-1002 that a plaintiff in an ... Delaware bans LLC creditor derivative suits
