Showing archive for: “Financial Regulation”
North Dakota Publicly Traded Corporation Act
The governor of North Dakota recently signed into law the North Dakota Publicly Traded Corporation Act (ht: Broc Romanek). The Act resembles a shareholder activist wish list including majority voting for the election of directors, elimination of staggered boards, advisory shareholder votes on executive compensation, shareholder proxy access, proxy contest reimbursement, poison pill restrictions, etc. ... North Dakota Publicly Traded Corporation Act
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
Two and Twenty-five?
See here.
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."
Updated Drafts on SSRN
I have just posted two revised drafts to SSRN: Slotting Contracts and Consumer Welfare (forthcoming in the Antitrust Law Journal and previously blogged about here). Antitrust Analysis of Category Management: Conwood v. U.S. Tobacco. Both are pretty substantial revisions and so I hope that folks who have read previous drafts will check out the updated ... Updated Drafts on SSRN
New proposed accredited investor definition specifically for hedge funds
A post on DealBook pointed me to a recent SEC release I missed over the holidays. The proposed rules contained in the release “are designed to provide additional investor protections” with respect to hedge funds. The proposed rules include amendments to Regulation D that change the definition of accredited investor to be applied to a ... New proposed accredited investor definition specifically for hedge funds
"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
In My Mailbox …
“I am very sorry to report that your Social Security number was among the 28,600 illegally retrieved. This does not mean that you are the victim of identity theft or that we have evidence of your Social Security number being misused. And it is important to know that the database does not include banking or ... In My Mailbox …
Becker and Posner on "Libertarian Paternalism"
Becker and Posner take on “libertarian paternalism” this week. The entries are both worth reading, especially for the parts where these co-bloggers disagree. Here are my favorite passages from each. First, Posner attempts to distinguish his previous defense of the NYC trans-fat ban from good old-fashioned paternalism: It might seem that the good could be ... Becker and Posner on "Libertarian Paternalism"
Manne on Shareholder Democracy
Henry Manne is back with another article in the WSJ. This time Manne goes toe-to-toe with the “corporate democrats.” Profs Ribstein (“Shareholder democracy is just one of the burdens that public corporations have to bear these days”) and Bainbridge (“it’s a brilliant spanking of the shareholder activists, which I highly commend to your attention”) have ... Manne on Shareholder Democracy
Warren on Rationality, Choice, and Regulation in the Credit Card Market
Elizabeth Warren (Credit Slips) points to an interesting empirical study by Agarwal, Liu, Souleses, and Chomsisengphet (“ALSC”) which examines consumer credit card selection in a natural experiment setting in which a card company offers two cards to consumers: (1) a high interest rate, no annual fee card and (2) a low rate card with an ... Warren on Rationality, Choice, and Regulation in the Credit Card Market
"There is Little Evidence that Economic Analysis of Law Has Changed [Antitrust] in Any Noticeable Way"
Huh? This statement appears in this article by Professor Anthony D’Amato (Northwestern) on the failure of interdisciplinary scholarship in the legal academy. HT: Brian Leiter. Quite frankly, I was very surprised to see a claim like this in a paper written after 1970 or so. Even in corners of the academy hostile to economic analysis, ... "There is Little Evidence that Economic Analysis of Law Has Changed [Antitrust] in Any Noticeable Way"
