I have been asked a few times today to opine, as a corporate and securities law scholar, on President Obama’s nomination of Judge Sonia Sotomayor for the Supreme Court. (Cnn.com has a couple of quotes reflecting my thoughts.) I have three main comments: First, this is a pivotal time in American securities and corporate law jurisprudence. ... Supreme Court Nominee Judge Sonia Sotomayor and Corporate and Securities Law
Cnn.com tells us the good news that “Goldman reports $1.8 billion profit,” but the totality of the information in the cnn.com article strikes me as mildly curious. While announcing that “Goldman reports $1.8 billion profit,” the article points out that Goldman needed $10 B in TARP funds only a few months ago. Yet now Goldman is ... "Goldman reports $1.8 billion profit"
For those who have missed it, Citigroup announced almost two weeks ago an agreement in principle with Wachovia to acquire for $2.1 billion Wachovia’s retail banking operations. Four days later, Wells Fargo jumped the deal, announcing a merger agreement signed by both boards for Wells Fargo to acquire all of Wachovia. This violated an Exclusivity ... Citigroup, Wachovia, and Wells Fargo: Round Three
Coverage of the Citigroup-Wachovia-Wells Fargo situation has revealed many fundamental misunderstandings of various aspects of the debacle, such that I wanted to offer my thoughts on a few points that have been curiously misstated: 1. A discussion of “fiduciary outs” is a bit of a non sequitur here. Across the ‘net, legal experts have been ... Everything you wanted to know about the Citigroup-Wachovia-Wells Fargo Debacle
The Wachovia-Citigroup-Wells Fargo dance continues. Now, however, it seems to involve confusion about Section 126(c) of the newly adopted Emergency Economic Stabilization Act (“EESA”). Allow me to take a stab at clarifying. To bring everyone up to speed, last weekend, after Lehman was allowed to go belly-up and Washington Mutual was seized by the FDIC, ... Exclusivity Agreements, the Bailout Act, and Section 126(c)
The Wachovia and Citigroup litigators have been working overtime this weekend. As I reported earlier, Citigroup convinced New York State Justice Ramos late last night to toll the expiration of the Citigroup-Wachovia exclusivity agreement that was set to expire tomorrow, October 6, 2008. As of last night, the Exclusivity Agreement was revived through a hearing ... Wachovia Complaint and Status Check
Last last night, a New York judge issued an injunction tolling the termination of Wachovia’s Exclusivity Agreement with Citigroup. In addition, the judge set a show cause hearing date for next Friday to sort out the issue of whether Wachovia’s pending merger with Wells Fargo should be enjoined as a violation of Wachovia’s exclusivity agreement ... Wachovia, Wells Fargo, and Citigroup – Score one for Citigroup!
Citigroup, Wachovia, Wells Fargo, the Exclusivity Agreement, and Specific Performance… and the Huntsman Opinion
On Monday, Citigroup announced that it had reached an agreement in principle to acquire some of Wachovia’s assets. Today, Wachovia announced it was being wholly acquired by Wells Fargo in a stock deal. Citigroup responded with outrage, announcing that Wachovia was in breach of its Exclusivity Agreement with Citigroup. If you read the Exclusivity Agreement, ... Citigroup, Wachovia, Wells Fargo, the Exclusivity Agreement, and Specific Performance… and the Huntsman Opinion
On Monday night, Delaware Vice Chancellor Lamb issued an opinion in the epic Hexion v. Huntsman battle, ordering Hexion to perform its obligations under its 2007 agreement to acquire Huntsman. The opinion is well worth reading for deal lawyers – it offers a good tutorial on how private equity deals can fall apart, how merger ... Hexion v. Huntsman: Vice Chancellor Lamb’s Must-Read Opinion For Deal Lawyers
The Federal Reserve Bank of New York’s announcement of an $85 billion bail-out of AIG came as a shock to many of us, and the precise terms of the lending agreement underlying the bail-out are still unclear. In an e-mail to the BIZLAW listserv, Professor Bainbridge rightly queried how AIG could have offered the Fed ... The Fed’s Bail-out of AIG and Shareholder Equity
The news just broke that the Clear Channel acquisition litigation – both in Texas and New York – is on the road to being settled, with the parties having penned a new set of agreements tonight, providing for the acquisition of Clear Channel by Thomas H. Lee Partners and Bain Capital, with the Clear Channel shareholders ... And the Clear Channel litigation will not continue….
I have just been told by someone who attended the 10:45 a.m. hearing this morning in Justice Helen Freedman’s courtroom in New York state court that the Clear Channel litigation brought by private equity buyers against their lenders – the litigation that the media kept saying over the past two days was *about* to settle – ... Clear Channel Litigation Is Going To Trial! Or not….