Showing results for: “digital markets act”
Thoughts on AFSCME v. AIG
As discussed here, here and here, the Second Circuit recently rejected the SEC’s interpretation of Rule 14a-8(i)(8) which allows a company to exclude a shareholder proposal from its proxy materials “[i]f the proposal relates to an election for membership on the company’s board of directors . . . � (see AFSCME v. AIG, 2006 WL ... Thoughts on AFSCME v. AIG
Help Wanted in Columbia, Missouri
I’m on a committee charged with locating qualified candidates for an endowed professorship at the University of Missouri-Columbia School of Law (my home institution). The position is not limited to any area of law, but candidates should have a proven track record of scholarly productivity. If you’re a star of the legal academy (or at ... Help Wanted in Columbia, Missouri
J&J’s Bundled Discounts Victory
As reported here, Johnson & Johnson scored a major victory last week in a case challenging some of its discounting practices. The jury concluded that J&J had not engaged in monopolization of the market for “trocars,” which are sharp cylindrical devices used in endoscopic surgery. Plaintiff Applied Medical Resources Corp., which sells trocars that compete ... J&J’s Bundled Discounts Victory
No, Matt, executive compensation is not all about norms
[UPDATE: In order to avoid linking glitches we removed the quotes from around the phrase, “all about norms” in the original title. This post thus has a different url than the original but is otherwise the same.] In a post titled, “Backdating: Yes, Virginia, Execs Do Want Inflated Pay,â€? over at PrawfsBlawg, Matt Bodie weighs ... No, Matt, executive compensation is not all about norms
Defending (Positive) Law & Economics
Securities Mosaic is a fantastic resource for anyone working in the securities field. It provides comprehensive information in six key areas: disclosure, laws, rules, guidance, news, and compliance centers. In addition, the site features SM Blogwatch, which republishes posts from various securities-related blogs, including this one. Yesterday, I was formally welcomed to the SM Blogwatch ... Defending (Positive) Law & Economics
Discretionary Spending (and my mother)
Back during GW’s first term, when various folks were positing that the economy was in a recession, my mother said something along the lines of “I know that we are not in a recession because people are still buying bras from Victoria’s Secret.” True story. My mom’s point, for those of you who have never ... Discretionary Spending (and my mother)
Explaining Backdating (and Jenkins Channels Manne Again)
Holman Jenkins reports that a group of economists led by Milton Friedman and Harry Markowitz are getting behind the idea of putting an end to the expensing of options. It is a great column. Jenkins goes on to discuss options backdating and makes the following points, which will sound unfamiliar to TOTM readers: “In no ... Explaining Backdating (and Jenkins Channels Manne Again)
SSRN Top Tens for Corporate, Corporate Governance, and Securities Law
The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.
The Perils of Paternalism
According to Bar None, an op-ed by Jack Turner in today’s NYT, “history shows that, however commendable the reasoning, efforts to control how people drink — or eat, or smoke — tend to backfire.” I’ve made a similar argument in discussing smoking bans. Advocates of such bans (often citing the work of “norms scholars,” such ... The Perils of Paternalism
It’s not a PIPE bomb
Similar to Gretchen Morgenson’s recent attack on Rule 144A offerings (discussed by Larry Ribstein here), page C1 of yesterday’s W$J assails PIPE offerings (see here). PIPE stands for “private investment in public equity” and is a financing technique used by many small and mid-size public companies. In a typical PIPE, a company privately negotiates a ... It’s not a PIPE bomb
Google seeks exemption from Investment Company Act
According to this WSJ article, Google has asked the SEC to declare that Google is not an “investment company” and therefore not subject to the Investment Company Act of 1940. This seems like an odd request, but it highlights the broad sweep of the definition of investment company. Section 3(a)(1)(C) of the ICA provides that ... Google seeks exemption from Investment Company Act
The SEC: This one is for you, Peter Oh.
My position in the areas of securities law and corporate law has consistently been that painful shareholder lawsuits are generally likely to be much more effective deterrents than toothless legislation (SOX?) or rulemaking by an agency ill-equipped or disinclined to ruthlessly enforce its rules. I have taken this position in my writing with respect to investment banking research analysts, I have taken ... The SEC: This one is for you, Peter Oh.
