Blue Sky Banter: Lynn LoPucki on Corporate Charter Competition

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

Blue Sky Banter: Travis Laster on Appraisal Rights

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

DFC Global Appraisal Battle Draws Opposing Briefs From Professors

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

Supreme Court Hears Salman Insider Trading Case

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