Mickey Mouse Investment Banks
Last month, at Tulane’s Corporate Law Institute, Delaware Vice Chancellor Leo Strine suggested that it might not be prudent for directors to consult “Mickey Mouse†investment banks when assessing a going private (or other) deal. Normally I am a huge Strine fan. But I think he missed the bus on this one. Let me first ... Mickey Mouse Investment Banks
Dear Wal-Mart, Shareholders *own* the corporation.
Today’s WSJ had an article titled “Wal-Mart Apologizes to Groups That Were Focus of Surveillance,” which noted that Wal-Mart apologized for responding to large institutional shareholders as “threats.” Obviously Wal-Mart realized a bit too late that it was absurd, from an investor relations standpoint (and a corporate governance standpoint), to refer to the owners of ... Dear Wal-Mart, Shareholders *own* the corporation.
"Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
As promised, I am reporting back from Tulane’s Corporate Law Institute qua “Who’s Who in the M&A World” gathering. Leo Strine did indeed query today: “can you have angst without a soul?” (He asked in response to the statement that initial bidders fear deal-jumpers when waiting out a go shop period.) Though the WSJ was ... "Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
Annual Corporate Law Institute: "Everybody who is anybody is there."
I leave tomorrow for Tulane’s Annual Corporate Law Institute. This conference is viewed by many as the top annual deal conference, so I am expecting great things (this will be my first time attending the conference). Indeed, the speaker line-up is incredible. Chief of OMA at the SEC, Chief Justice of the Del. Supreme Court, Vice Chancellor ... Annual Corporate Law Institute: "Everybody who is anybody is there."
Edifying Ourselves: Word-a-Day
I have a Word-a-Day calendar – each day of the calendar has its own page and its own vocabulary word. But I am visiting away from Richmond this semester, I am packing my Richmond house and moving to Tulane, I am buying a house, and I am selling my house. I am therefore very far ... Edifying Ourselves: Word-a-Day
Helpful Law Review Articles?
Adam Liptak, in the NYT, penned an interesting article on the declining level of usefulness that law review articles appear to have in judicial opinions. (Orrin Kerr has a nice post on the article.) Various quotes in the article make clear that some members of the judiciary do not find law review articles particularly helpful in deciding ... Helpful Law Review Articles?
Shareholder Voting on Executive Comp. – What’s the downside?
There was an article this morning on CCN announcing Aflac’s decision to let shareholders vote on executive compensation.  A board resolution was passed to give “shareholders the right to a non-binding vote on executive pay packages that will take effect in 2009.” I veiw this step by Aflac’s executives as very savvy. Why bother leaving oneself exposed to shareholder ... Shareholder Voting on Executive Comp. – What’s the downside?
Henry Manne and Corporate Democracy
On January 2, 2007, Dean Henry Manne published a column in the WSJ regarding corporate democracy. In this column, Manne takes a stab at shareholder voting and corporate democracy. Manne maintains that shareholder activists are deluding themselves with the phrase “corporate democracy” in that only the controlling s/h have and will ever have a true voice ... Henry Manne and Corporate Democracy
"Loyal" Directors in Delaware
In November of 2006, the Delaware Supreme Court issued an opinion in Stone v. Ritter dealing with a director’s fiduciary duties in cases where the complaining plaintiff-shareholder is maintaing that her directors did not sufficiently monitor their corporate charge. (I refer to these “oversight” cases loosely as “asleep at the wheel” cases.) There has been ... "Loyal" Directors in Delaware
Directors and Time Management
I presented my “Not in Good Faith” paper at Cornell this past fall, and Professor Jeff Rachlinski (behavioral wonk, among other things) asked an interesting question that I would like to mention here. (Let me remind you that my “not in good faith” paper deals with a director’s obligation to act “in good faith.” My general ... Directors and Time Management
Dear Home Depot Board of Directors,
I write regarding the soon-to-be-vacant position of CEO of Home Depot. As I understand it, the position pays well, little is demanded in terms of results, and the exit package is great. I would like to be hired to fill the CEO position. I realize Frank Blake has been tapped as the new CEO, but ... Dear Home Depot Board of Directors,
The Economics of Customer Service
Is the retail customer willing to pay for customer service? Gaggles of books have been written on the topic of customer service, and those books sell based on the belief that customers *care* about customer service. But do they? Do we? Do I? The idea that somehow customer service matters to the customer is not ... The Economics of Customer Service
