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