Federalizing proxy access: the SEC vs. Congress and the states
Lucian Bebchuk objects to efforts in the financial regulatory conference committee to “gut proxy access” by imposing a 5% share ownership threshold requirement for access: He says: Hard-wiring such an ownership threshold in the financial regulatory bill would be a significant setback for shareholders and corporate governance reform. While shareholder power to elect new directors ... Federalizing proxy access: the SEC vs. Congress and the states
Pre-formation fiduciary duties in LLCs: another NY problem
I have often complained (e.g., here) of the troubling lawlessness of NY LLC law, a problem that may be affecting the use of LLCs in that state and thereby NY’s business environment. A recent example is Roni LLC v Arfa. Investors in a real estate deal sued the promoters for breach of fiduciary duty by ... Pre-formation fiduciary duties in LLCs: another NY problem
Broad preemption and the federal takeover of state law
Last fall Guhan Subramanian, Steve Herscovici and Brian Barbetta (“SHB”) posted a paper claiming that Delaware’s antitakeover statute (Delaware GCL Section 203) was preempted by the Williams Act because it did not leave hostile bidders the “meaningful opportunity for success” required by three 1988 federal district courts which had upheld the Delaware law back in ... Broad preemption and the federal takeover of state law
Law as an immature industry
It’s no news that law grads can’t find good law jobs and can’t pay their debts. Steve Bainbridge explains: The post-war expansion of the regulatory state, the opening of the courthouse doors to new claims during the warren Court era, and the litigation explosion provided an exogenous shock that caused demand for lawyers to rise ... Law as an immature industry
The nature of the L3C
LLCs have always been all about experimentation. This keeps things interesting for those like me who study them. It also provides evidence of the laboratory of state law at work, particularly in business associations, and more particularly uncorporations. But not all experiments are successful. Sometimes it’s television, sometimes it’s electric underwear. Witness the L3C, or ... The nature of the L3C
The rise of the LLC
Last March I discussed a new article by Rodney Chrisman which shows “that LLCs are by far and away the predominant choice of business structure for newly-formed entities.” I noted then the article’s findings that LLCs are increasingly choosing to be taxed as S Corporations, indicating, as I said, that “the increase in LLCs therefore ... The rise of the LLC
Capitalism on film
Although I wasn’t doing any blogging the last couple of weeks, one of my theories was out there frolicking on its own. Now that I’m back, it’s time to do a little cleaning up. I was chagrined by the attention I received from Marc Abrahams, identified as “editor of the bimonthly Annals of Improbable Research ... Capitalism on film
Back from Asia
I returned yesterday from travel in Taiwan, Cambodia, Laos and Vietnam. I’m happy that TOTM is back on line, buttressed by a new and more secure platform. Time to get back to blogging. First I need to shake off the dust of my travels. I took 1500 pictures, and so am overwhelmed with images which ... Back from Asia
Off to Taiwan
A two week trip, including stops on the way back in Cambodia, Laos and Vietnam. Posting will be light, but I may have some comments on the local scene or on earthshaking business-related developments back home.
Law entrepreneurs
On Thursday I’ll be speaking at the Law & Entrepreneurship “Conference within a Conference” hosted by Law & Society at its annual meeting in Chicago. Here’s my panel, also including Rob Beard, Brian Broughman and Erik Gerding. My topic is “law entrepreneurs.” My presentation will continue my speculation, begun in Death of Big Law, on ... Law entrepreneurs
The federalization of corporate governance marches on
Last month I noted that the Senate was about to repeat its SOX mistake with another ill-fated foray into regulating corporate governance. I focused on provisions for mandatory majority voting, separation of the board chair and CEO jobs, risk committees, say-on-pay, and pay-performance disclosures. Now Annette Nazareth summarizes (HT Bainbridge) the provisions in the ... The federalization of corporate governance marches on
Cassano wins the corporate crime lottery
Justice has decided not to go after Joe Cassano, the man who crashed the world. The WSJ attributes this decision to the “high bar [the government] needs to meet to make criminal charges stick in a courtroom.” How nice that the government has discovered this bar. That could have something to do with its getting its head ... Cassano wins the corporate crime lottery
