In his December 17 piece, “Dual Class Stock: What Is a Fair Compromise?,” Professor John Coffee asked readers to suggest alternatives to his proposal for limiting dual class shares. We are posting below three insightful responses from Columbia Law School professors Jeffrey Gordon, Zohar Goshen, and Joshua Mitts, followed by a brief counter-response from Professor Coffee. We would like to keep the conversation going, however, and would welcome further proposals on this issue—with explanations—especially from practicing lawyers. Please email pieces of no more than 400 words to me at email@example.com. Thanks much.… Read more
Professor John C. Coffee, Jr. of Columbia Law School speaks with John Metaxas (Columbia Law ’84) about insider trading law and his role on a new task force created to develop proposals for reform in this area. The task force will be chaired by Preet Bharara (Columbia Law ’93), the former U.S. attorney for the Southern District of New York. Coffee explains that the time is ripe for the panel, given uncertainty surrounding the largely court-created rules on insider trading and the need for clearer guidance from Congress or the Securities and Exchange Commission. The panel’s members will include academics, … Read more
Today the CLS Blue Sky Blog presents a debate about the role of deregulation in contributing to the financial crisis of 2007-2009. Our columnists are Professor Paul G. Mahoney at the University of Virginia School of Law, Professor Arthur E. Wilmarth, Jr., at The George Washington University Law School, and Professor Kathryn Judge at Columbia Law School. Their pieces are posted below.… Read more
The CLS Blue Sky Blog seeks to focus on current events, and the president has given us an opportunity. He has suggested a shift from a quarterly to a six-month reporting cycle. How would this proposal affect the cost of capital, stock prices, liquidity, the bid/asked spread, and the asserted pressure on managers to sacrifice long term value for short term profit? Below are the views of our five columnists: John C. Coffee, Jr., James D. Cox, Donald C. Langevoort, Joshua R. Mitts, and Charles K. Whitehead.… Read more
Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a professor at the University of Michigan Law School and former research scholar at Columbia Law School.
The Corporate Practice Commentator’s Robert Thompson, a professor at Georgetown Law School, conducted the 24th annual poll to compile the top-10 list. Teachers of corporate and securities law voted to select the best of more than 565 articles.
All 10 articles, listed in … Read more
On April 20, 2018, Columbia Law School will hold its 2018 Mergers & Acquisitions and Corporate Governance Conference at Convene in midtown Manhattan. The event is co-sponsored by the law firms Gibson, Dunn & Crutcher and Wachtell, Lipton, Rosen & Katz.
The annual event brings together members of the federal and Delaware judiciary, government regulators, academics, institutional investors, and prominent M&A and corporate governance practitioners. This year’s panelists will include U.S. District Judge Jed S. Rakoff, Delaware Supreme Court Justice Karen L. Valihura, Delaware Chancellor Andre G. Bouchard, and SEC Commissioner Robert J. Jackson Jr. Below is the full agenda.… Read more
Watch lawyers, scholars, and a federal judge discuss the thorny issues involved in settling the high-profile class action filed by former players against the pro football league. John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia Law School, organized and moderated a panel that included: Lee H. Rosenthal, Chief Judge of the U.S. District Court in the Southern District of Texas; Elizabeth Cabraser, name partner at Lieff, Cabraser, Heimann & Bernstein LLP; Samuel Issacharoff, the Bonnie & Richard Reiss Professor of Constitutional Law at New York University Law School; Brad S. Karp, chairman of Paul, Weiss, … Read more
Professor Donald Langevoort of Georgetown Law speaks with Reynolds Holding about how two duties — the obligation to disclose or abstain from trading on material information and the duty to reveal corporate secrets — evolved from the Second Circuit’s Texas Gulf Sulphur decision in 1968 to the Supreme Court’s Chiarella ruling in 1980. Langevoort also explains how explosions and other disasters highlight the dangers of making even innocuous prior statements. Click on “read more” for a link to the conversation on the Blue Sky Banter podcast.
… Read more
The U.S. district court judge in Manhattan speaks with Reynolds Holding about the surprising ways in which science intersects with the law. From forensic evidence in criminal cases to gambling addictions in financial fraud cases to global warming disputes in environmental cases, the issues increasingly require judges and lawyers to have more than a passing knowledge of scientific principles and even the workings of the mind. Click on “read more” for a link to the conversation on the Blue Sky Banter podcast.
… Read more
The Blue Sky Blog will be quiet for the next week but back, better than ever and with new features, for the New Year. Happy Holidays.… Read more
Merritt Fox, Zohar Goshen, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, who was a research scholar at the school when he wrote one of the selected pieces with Fox and Lawrence Glosten, a professor at Columbia Business School.
The Corporate Practice Commentator’s Robert Thompson, a professor at Georgetown Law School, conducted the 23rd annual poll to compile the top-10 list. Teachers of corporate and securities law voted to select the best … Read more
Insider trading law may be headed for even more disruption, as federal and state watchdogs press broad theories that include hacking and so-called Insider Trading 2.0, the early release of information for a fee, a panel of legal experts said on April 20.
Speaking at the M&A and Corporate Governance Conference in New York, the panel of lawyers and regulators tested the bounds of rules against insider trading in response to a series of hypotheticals posed by Professor John C. Coffee, Jr. of Columbia Law School. An attorney with the U.S. Securities and Exchange Commission said, for example, that the … Read more
Elizabeth Cabraser, a renowned litigator and name partner in the plaintiffs’ law firm of Lieff, Cabraser, Heimann & Bernstein, speaks with Reynolds Holding about settling the class action against Volkswagen for rigging emissions tests, the challenges of mass actions generally and her love of music and cars. Click on the arrow (and on “read more” if you’re on our home page) to hear the conversation — on the Blue Sky Banter podcast.… Read more
Professor Lynn LoPucki of UCLA School of Law speaks with Reynolds Holding about the competition among states for corporate charters. Many people assume that the game is over and Delaware — the corporate home of more than half of U.S. public companies — has won. But as Professor LoPucki explains, Delaware is vulnerable, the competition continues, and as a result the regulation of corporations in America is just about non-existent. Click on “read more” to hear the conversation — on the Blue Sky Banter podcast… Read more
The Delaware Chancery Court’s vice chancellor speaks with Reynolds Holding about Dell, DFC Global and appraisal actions, which allow holdout shareholders who didn’t vote for a deal to ask the court to set a higher price for their stock. The big issue: Why isn’t the merger price necessarily fair value? Click on “read more” to hear the conversation — the inaugural edition of the Blue Sky Banter podcast.… Read more
An M&A appraisal case before the Delaware Supreme Court has drawn amicus briefs from two groups of esteemed professors — including three from Columbia Law School — with opposing views on how a company should be valued.
The case involves the sale in 2014 of payday lender DFC Global to private equity firm Lone Star Funds for $9.50 a share, or about $1.3 billion. Muirfield Value Partners and three other DFC investors argued that the price was too low and filed an appraisal action, which allows shareholders that did not vote for the buyout to ask a judge to determine … Read more
The Blue Sky Blog will be quiet for the next week, but we will be back, better than ever, for the New Year. Happy Holidays.… Read more
The U.S. Supreme Court heard oral arguments today — transcript here — in U.S. v. Salman, the first insider trading case to land before the justices in almost 20 years. The issue: What counts as the “personal benefit” to the insider required under Dirks v. SEC for there to be illegal insider trading? Is it “an exchange that is objective, consequential, and represents at least a potential gain of a pecuniary or similarly valuable nature,” as the Second Circuit said in U.S. v. Newman in 2014? Or is the satisfaction of helping a close relative enough, as the Ninth Circuit … Read more