Showing archive for: “Corporate Governance”
Immigration, preemption and regulatory coordination
The Supreme Court has issued yet another preemption opinion in Chamber of Commerce v. Whiting. The federal Immigration Reform and Control Act makes it unlawful to employ a known unauthorized alien and preempts state sanctions “other than through licensing and similar laws.” The majority held this didn’t preempt Arizona’s broad definition of license to include such ... Immigration, preemption and regulatory coordination
Nevada and the market for corporate law
I’m just catching up with this Board Member article about Delaware’s new competitor, Nevada. It notes that Nevada’s share of the out-of-state incorporation market rose from 4.6% in 2000 to 6% in 2007. Part of this may be due to lower fees than Delaware. But that can’t be the full explanation because all states are ... Nevada and the market for corporate law
From bankruptcy practice to claims trading
Am Law Daily reports (HT Dealbook) that a top Weil Gotshal bankruptcy partner left to join Claims Recovery Group LLC, which trades distressed claims against bankrupt entities. CRG’s website says that it offers creditors holding claims against bankrupt entities an opportunity to receive cash for their claims without the time and expense associated with a lengthy ... From bankruptcy practice to claims trading
The global threat to US securities laws
Today’s WSJ reports on the US’s slide in stock listings, which explains the NYSE/Deutsche Borse move. It notes that U.S. stock listings are down by 43%, or by 3800, since 1997. Listings outside the U.S. have doubled. U.S. IPOs since 2000 are down 71% from the 1990s. IPOs by VC-backed startups are down from 90% ... The global threat to US securities laws
The First Amendment and corporate governance
Robert Jackson recently discussed an SEC staff ruling that the ordinary business exception for shareholder proposals under Rule 14a-8 did not justify excluding a proposal recommending that the board disclose and let shareholders vote on its policies related to corporate political spending. Jackson opines that “the decision will help bring corporate political speech decisions into line ... The First Amendment and corporate governance
Schumer and the decline of New York
Six years ago Henry Butler and I wrote about what we called the Sarbanes-Oxley Debacle. Well, it’s still a debacle after all these years, and having significant effects on business and international competition. Yesterday’s WSJ opined, concerning the potential NYSE/Deutsche Borse merger that whoever ends up owning the iconic trading venue, the question is whether ... Schumer and the decline of New York
Taxing big uncorporations
A few days ago Paul Caron summarized moves toward corporate taxation of pass-through entities with more than $50 million gross receipts, adding links to prior posts on this subject. Today’s WSJ echoes this story, quoting Sen. Max Baucus, Senate Finance Chair: “We’re talking about business income here. Why not have the large pass-throughs … pay ... Taxing big uncorporations
Private equity and financial distress
I’ve written often, particularly in my Rise of the Uncorporation, of the upside disciplinary effect of uncorporate management. This includes the salutary role of private equity (e.g., this recent post). But detractors argue that private equity-backed leveraged buyouts, by replacing equity with debt, make targets vulnerable to the disruption of bankruptcy. A recent paper by ... Private equity and financial distress
The Galleon prosecution: hoist by its own petard?
Dave Zaring asks whether the Rajaratnam trial, now doomed by a sick juror to start deliberations all over again, is headed for a hung jury. Dave suspects the jury is more likely hung 11-1 to convict than vice versa. But there’s another possibility: there are a lot of charges in this cases which occupy a ... The Galleon prosecution: hoist by its own petard?
Say on pay at the SEC?
Reuters reports on Henry Hu’s somewhat controversial tenure heading the SEC’s new Division of Risk, Strategy and Financial Innovation. The SEC brought in Hu, a widely recognized expert on financial regulation, in response to its embarrassing Madoff failure. The Reuters article discusses some reservations about how much Hu accomplished, but I want to focus on ... Say on pay at the SEC?
Prosecutorial liability and prosecuting corporate agents
Retired Justice Stevens has some interesting comments on Connick v. Thompson, reported here. Connick, by a 5-4 conservative/liberal vote, reversed the Fifth Circuit’s affirmance of a $14 million verdict to a man imprisoned on death row for 14 years after prosecutors failed to turn over exonerating evidence. The Court held that you need a pattern ... Prosecutorial liability and prosecuting corporate agents
Jets and LBOs
I have written about the disciplinary effect of the uncorporate form, particularly in LBOs. See, e.g., here and Chapter 8 of my Rise of the Uncorporation. Now here’s more evidence: Edgerton, Agency Problems in Public Firms: Evidence from Corporate Jets in Leveraged Buyouts. Here’s the abstract: This paper uses rich, new data to examine the ... Jets and LBOs
