Showing archive for: “Corporate Governance”
The Facebook deal moves offshore
A couple of weeks ago I noted regarding the “Sachsbook” deal: So it seems the increased costs of being public have helped exclude ordinary people from the ability to own the stars of the future. Back in the 1980s, you could just call your broker and get rich off of the Microsoft IPO. Now you ... The Facebook deal moves offshore
The real Facebook story
I originally wrote about “The Social Network” before having seen it, led by a Gordon Crovitz WSJ story quoting a Larry Lessig TNR review into thinking that Zuckerberg was the villain, and concluding that this was just another movie, like so many others I’ve discussed, in which Hollywood’s view of business is shaped by the ... The real Facebook story
The FTC and Debarment as an Antitrust Sanction
As a result of the FTC’s “Operation Short Change,” a number of firms and individuals have settled claims that they swindled millions from consumers by making unauthorized charges and debits to their bank accounts. The FTC press release highlights that, in addition to a $2.08 million fine (judgment suspended due to bankruptcy filing), the FTC ... The FTC and Debarment as an Antitrust Sanction
Agents Prosecuting Agents
I’ve been blogging over the years quite a bit about a problem I call “criminalizing agency costs,” which is a piece of the general problem of over-criminalization. In fact, this problem was a big reason for my getting started in blogging almost seven years ago. As I mentioned a couple of months ago, I presented ... Agents Prosecuting Agents
Fencing Fiduciary Duties
Several years ago I wrote up my theory of fiduciary duties in an inaptly titled paper, Are Partners Fiduciaries? My basic point was that fiduciary duties are and should be narrowly applied, as befits a strict standard that transcends general norms of commercial behavior. Since then I’ve been trying to get across the notion that, ... Fencing Fiduciary Duties
The First Amendment and Corporate Governance
?I have spent some time over the last year discussing the Supreme Court’s big corporate speech case, Citizens United — at Stanford and Georgia State, and in an archive full of Ideoblog posts. Now my paper on the case, The First Amendment and Corporate Governance, is finally available on SSRN. Here’s the abstract: The Supreme ... The First Amendment and Corporate Governance
Evidence of the SOX effect on IPOs
Last week I noted that Facebook’s big private sale to Goldman was a symptom of how higher disclosure costs have helped make private firms reluctant to take the once-expected step of going public: “[I]t seems the increased costs of being public have helped exclude ordinary people from the ability to own the stars of the ... Evidence of the SOX effect on IPOs
What happened to IPOs?
So Facebook finally had its public offering. But it didn’t look like your father’s IPO. Instead, Facebook sold $500 million in stock to one person. The stock will be held by a single special purpose vehicle so Facebook avoids going over the 500-investor-limit for avoiding the disclosure obligations of a public company. Wealthy investors get to ... What happened to IPOs?
Some Myths About Insider Trading
Henry G. Manne is Dean Emeritus of the George Mason University School of Law and Distinguished Visiting Professor at the Ave Maria School of Law. The SEC is at it again, scandal mongering insider trading. As usual this is the “biggest insider trading case yet,” as if they were trying for some Guinness record. Since ... Some Myths About Insider Trading
At the AALS: Adjudication and jurisdictional choice in LLCs
This Friday, January 7, I’ll be presenting a paper on this topic at the AALS Section on Agency, Partnership, LLC’s and Unincorporated Associations, 8:30-10:15, Hilton, Franciscan A, Ballroom Level, Hilton San Francisco Union Square. [Yes, at the Hilton. That’s a long story in itself with many plot lines and themes, which I will get into ... At the AALS: Adjudication and jurisdictional choice in LLCs
The First Amendment, the securities laws and hedge funds
I have been writing for some time about the First Amendment and the securities laws. In a nutshell, the formerly inviolate notion that the securities laws are a First-Amendment-free zone has always been constitutionally questionable. The questions multiply with the expansion of the securities laws. The Supreme Court’s recent broad endorsement of the application of the ... The First Amendment, the securities laws and hedge funds
Abercrombie goes to Ohio
Steve Davidoff has the story, and it’s an interesting exercise in corporate contracting complicated by jurisdictional choice. Abercrombie’s proposed reincorporation is essentially a takeover defense. Unlike Delaware, Abercrombie’s current state of incorporation, Ohio Has a business combination statute that’s triggered by a 10% acquisition rather than 15% as in Delaware. Has a control share acquisition ... Abercrombie goes to Ohio
