Showing archive for: “Corporate Governance”
Little big law
According to AmLaw, citing unnamed sources, Howrey will vote this Wednesday on whether to dissolve. Given massive departures that the article says “have left Howrey a shadow of its former self” the conclusion would seem to be foregone. So now what? Consider some of the questions: How much does the firm owe, and what does ... Little big law
The constitutional privacy rights of business entities
The Supreme Court, in a unanimous opinion by Justice Roberts, held in FCC v. ATT, Inc.: We reject the argument that because “person” is defined for purposes of FOIA to include a corporation, the phrase “personal privacy” in Exemption 7(C) reaches corporations as well. The protection in FOIA against disclosure of law enforcement information on ... The constitutional privacy rights of business entities
What’s in the Howrey name?
The Recorder (HT Law Blog), discussing the Howrey endgame: One issue that’s in play is the matter of the prestigious Howrey name. A former Howrey lawyer in California said Winston might pay $2 million or more for the Howrey moniker. The goal had been to name the new firm Winston Howrey, but one lawyer told ... What’s in the Howrey name?
Angelo’s escape
So Mozilo won’t be criminally prosecuted for Countrywide. Holman Jenkins writes in today’s WSJ: The incentive to bring a case against a vilified public figure, of course, is huge. Weighed against this, however, must be the chance of being humiliated by a judge, possibly censured, now that the legal system has started blowing the whistle ... Angelo’s escape
Unconscionability for corporate law
So you thought unconscionability was for furniture stores? Larry Cunningham has news for you: This Article explains why and how traditional contract law’s theory of unconscionability should be used to create a modicum of judicial scrutiny to strike obnoxious pay contracts and preserve legitimate ones. Under this proposal, pay contracts that are the product of ... Unconscionability for corporate law
Death to insider traders
NY U.S. Attorney Preet Bharara testified today at the U.S. Sentencing Commission for stiffer insider trading penalties. He said “[t]he guidelines as they stand may be letting some defendants in some cases off with lighter sentences than they deserve” because stock market moves unrelated to the inside information reduced or eliminated profit on their trades. ... Death to insider traders
The Airgas decision
So Chancellor Chandler, in deciding Airgas, preserved the board’s power to decide when to sell the company. If a company’s shareholders don’t like it, they need to replace the board. If shareholders generally don’t like it they need to change the Delaware statute. In upholding the board’s power, and confirming what most astute observers knew ... The Airgas decision
Borders’s lessons for lawyers
So Borders is headed to bankruptcy. According to the WSJ: Borders’s finances crumbled amid declining interest in bricks-and-mortar booksellers, a broad cultural trend for which it offered no answers. * * * Its online struggles proved critical as consumers became accustomed to getting books mailed to their doorsteps or downloaded to handheld electronic devices. * ... Borders’s lessons for lawyers
NYSE-Deutsche Borse and jurisdictional competition
The WSJ opines on the impending sale of the NYSE to Deutsche Börse of Frankfurt. It describes the merger as “a story of inevitable capitalist change and how no country or institution can take its dominance for granted” and a “lesson in how easily capital, both financial and human, can relocate.” It describes the 171 ... NYSE-Deutsche Borse and jurisdictional competition
Judicial dissolution of NY LLCs
In my recent paper, Close Corporation Remedies and the Evolution of the Closely Held Firm, written for a symposium on the famous Massachusetts close corporation case Wilkes v. Springside Nursing, I focused on the LLC alternative to close corporations. I observed that by providing a clearly non-corporate structure of default rules and a variety ... Judicial dissolution of NY LLCs
The costs and benefits of hedge fund disclosure
The WSJ reports on proposed rules forcing hedge funds to disclose confidential proprietary information: Under current rules, many managers are required each quarter to publicly disclose their long equity positions in public securities. The proposed rules would require a much greater level of disclosure to regulators about trading positions, counterparties, liquidity, leverage and performance. * ... The costs and benefits of hedge fund disclosure
The SEC, the First Amendment and general solicitation
Attorney Joseph McLaughlin (whose firm represents Goldman) writes in today’s WSJ about the approaching confrontation between the SEC and the First Amendment over the issue of general solicitation: Goldman Sachs stated that it wouldn’t offer Facebook shares to U.S. customers because “the level of media attention might not be consistent with the proper completion of ... The SEC, the First Amendment and general solicitation
