Market constraints on corporate speech
In the wake of the Citizens United decision I responded to the argument that empowering corporation would distort political debate in part by noting that “[f]or-profit firms are limited in their ability to invest in politics for the simple reason that they can’t stay in business over the long run if they lose money.” As ... Market constraints on corporate speech
HP: the adventure continues
When I last discussed HP, I reflected on the spectacular failure of independent board governance associated with pretexting-gate. That, you might recall, was Patricia Dunn’s highly questionable covert-op that epitomized the general board dysfunction that can accompany independent director governance of modern corporations. Now we have news (from the NYT) that HP’s most recent CEO, ... HP: the adventure continues
The Proposition 8 decision and the law market
This market/business oriented blog will only contribute a few of the zillions of words that will be written on this case. I will, of course, focus on the market aspects – that is, the market for law. I have previously discussed same sex marriage in the context of the U.S. federal system – in a ... The Proposition 8 decision and the law market
A corporation is not a partnership
Peter Mahler discusses a recent NY close corporation case, Pappas v. Fotinas which he describes as “a thoughtful, well-reasoned decision that sets forth the competing factual narratives and operative legal principles.” I defer to Mr. Mahler’s overall assessment of the opinion, and refer the reader to his detailed discussion of the case. But in one respect ... A corporation is not a partnership
Citigroup and federal fiduciary law
The SEC has reached another peculiar settlement, this time $75 million from Citigroup, plus fines against executives. As with the Goldman settlement, Citigroup didn’t admit fraud, or even, as in that case, a mistake. Citigroup was accused of misleading investors about its exposure to subprime. The bank knew it was exposed to the housing market, ... Citigroup and federal fiduciary law
Singapore, hedge funds and jurisdictional competition
While the US, via Dodd-Frank, has increased its regulation of hedge funds by requiring registration and disclosure, one important jurisdiction is pulling back and poised to reap the benefits. Per Bloomberg, Singapore declined in April to require licensing of hedge funds and attracted several new hedge funds in May and June. “Singapore did not shoot ... Singapore, hedge funds and jurisdictional competition
Ribstein & Lipshaw 2010 Supplement and thoughts on curriculum
The latest supplement to Ribstein & Lipshaw Unincorporated Business Entities (4th Edition, 2009) is available online at my website. There you can also find the Supplement to the Teacher’s Manual. This edition of my long-running casebook and its exhaustive teacher’s manual have been well-received. Ultimately I hope and expect this course will replace the current ... Ribstein & Lipshaw 2010 Supplement and thoughts on curriculum
Capitalism as a solution for poverty
SKS Microfinance, India’s largest microfinance lender, did a $354 million IPO Wednesday. This may encourage others to do likewise. The result would be much more money for very small loans. Sounds good, but it’s meeting objections: A publicly traded company’s traditional obligation is to make money for its shareholders, while the mission of microfinance — ... Capitalism as a solution for poverty
On Forbes.com: Let the whistleblowers trade
Dodd-Frank has elaborate provisions for encouraging reporting of fraud by rewarding whistleblowers. In my Forbes.com column for this week I propose another idea to elicit information: allowing insider trading.
Microsoft LLC
Holman Jenkins, writing in today’s WSJ, criticizes Steve Ballmer’s management failures that have left its investors with a decade of “dead money.” At bottom, this is a corporate governance problem. Manifestly, the solution is not to let management keep stepping up to the plate with shareholder money and promising home runs that never materialize. Nor ... Microsoft LLC
The shareholder maximization canard
Al Franken buys the old idea that corporate managers have a duty to maximize shareholder value. Todd Henderson appropriately sets Franken (and others ignorant of corporate law) straight. Todd reminds them that the business judgment rule gives managers the flexibility to do pretty much what they want, including help society, as long as they don’t ... The shareholder maximization canard
Don Draper as rainmaker and filmmaker
As I discussed a few days ago, Mad Men is back. I saw two of my themes intersecting here – law firms, and filmmakers’ portrayal of business. Sunday’s first episode had protagonist Don Draper suffering the burdens of being the key guy in his office – what a law firm would call a rainmaker. As ... Don Draper as rainmaker and filmmaker
