The global threat to US securities laws
Today’s WSJ reports on the US’s slide in stock listings, which explains the NYSE/Deutsche Borse move. It notes that U.S. stock listings are down by 43%, or by 3800, since 1997. Listings outside the U.S. have doubled. U.S. IPOs since 2000 are down 71% from the 1990s. IPOs by VC-backed startups are down from 90% ... The global threat to US securities laws
The whistleblower rules and insider trading
The SEC has adopted Dodd-Frank whistleblower rules (see Law Blog story) which have sparked controversy because they award bounties without requiring use of internal corporate reporting mechanisms. Whistleblower organizations are happy, corporations not so much. It’s a good time to remember my proposal last year to let the whistleblowers trade: The beauty of the insider ... The whistleblower rules and insider trading
The First Amendment and corporate governance
Robert Jackson recently discussed an SEC staff ruling that the ordinary business exception for shareholder proposals under Rule 14a-8 did not justify excluding a proposal recommending that the board disclose and let shareholders vote on its policies related to corporate political spending. Jackson opines that “the decision will help bring corporate political speech decisions into line ... The First Amendment and corporate governance
Against expanding the ALI
Eric Gerding, commenting on a post by his co-blogger Gordon Smith, wonders if the ALI should veer from its core task of restating the common law into such regulatory subjects as corporate criminal liability, copyright, financial regulation, cyberlaw and international consumer protection. Erik suggests that the ALI “assemble a pool of experts on given regulatory ... Against expanding the ALI
Jacoby & Meyers’ lawsuit challenges the legal establishment
The WSJ writes that Jacoby & Meyers Law Offices LLP, a pioneer of television legal advertising, filed lawsuits Wednesday challenging state laws in New York, New Jersey and Connecticut that prohibit nonattorneys from owning stakes in law firms. The firm, which has more than 60 lawyers and specializes in personal-injury cases, claims that the restrictions ... Jacoby & Meyers’ lawsuit challenges the legal establishment
The WSJ redefines illegal insider trading
Today’s WSJ, in an obvious effort to grab readers seeking more insider trading titillation in the wake of the Galleon verdict, has a story about a new supposed scandal — investment banks offering hedge fund traders special access to dealmakers at exclusive lunches in order to get more trading business from the funds. The article ... The WSJ redefines illegal insider trading
Rajaratnam’s crime
Rajaratnam stands convicted. What, exactly, did he do wrong? Holman Jenkins, writing in today’s WSJ, appropriately mocks the notion driving the Rajaratnam prosecution that insider trading “law’s purpose is to protect the public from informed stock prices.” As Jenkins notes: There is no level playing field. Nor does there need to be one for the ... Rajaratnam’s crime
The trouble with law reviews
I’m finally catching up with this NLJ article about Hofstra law prof Richard Neumann’s estimate that the cost of a law review article written by a tenured professor at a top law school is around $100,000 ($25-$42,000 for assistant professors at lower-paying law schools). The estimate includes the professor’s salary, benefits and research grants and ... The trouble with law reviews
Schumer and the decline of New York
Six years ago Henry Butler and I wrote about what we called the Sarbanes-Oxley Debacle. Well, it’s still a debacle after all these years, and having significant effects on business and international competition. Yesterday’s WSJ opined, concerning the potential NYSE/Deutsche Borse merger that whoever ends up owning the iconic trading venue, the question is whether ... Schumer and the decline of New York
Taxing big uncorporations
A few days ago Paul Caron summarized moves toward corporate taxation of pass-through entities with more than $50 million gross receipts, adding links to prior posts on this subject. Today’s WSJ echoes this story, quoting Sen. Max Baucus, Senate Finance Chair: “We’re talking about business income here. Why not have the large pass-throughs … pay ... Taxing big uncorporations
Private equity and financial distress
I’ve written often, particularly in my Rise of the Uncorporation, of the upside disciplinary effect of uncorporate management. This includes the salutary role of private equity (e.g., this recent post). But detractors argue that private equity-backed leveraged buyouts, by replacing equity with debt, make targets vulnerable to the disruption of bankruptcy. A recent paper by ... Private equity and financial distress
The Economist on the death of Howrey and future of Big Law
The Economist covers the shrinkage of Big Law, focusing on Howrey’s demise. The article covers themes in my recent papers, particularly including Death of Big Law, Law’s Information Revolution and Practicing Theory. It particularly points out what I discussed in Death of Big Law: Howrey’s fall shows just how fragile even a 55-year-old firm can be. ... The Economist on the death of Howrey and future of Big Law
