Just reading the Harvard Governance Blog's summary of the recent amendments to their corporate law (cause it's a summer morning, don't @ me). Texas says stuff like they want to be friendliest state for business. They want to compete for
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Era of “Controller Primacy”
Prof Christine Hurt at SMU posted a new paper, Texas, Delaware, and the New Controller Primacy in which she correctly identifies the new corporate governance era we are moving into as one in which the controller takes center stage. Rather…
Corporate vandalism
SB 21 is making its way through the Delaware legislature. From my perspective, it’s ill advised for a number of reasons. Here’s just one: with little deliberation, it will leap frog Delaware over all the MBCA states so that it…
Just a little adjustment?
Still pondering the proposed SB 21 that's coming. Still can't quite get my head around why Delaware wants to be less protective of public shareholders than the MBCA. But, today I'm not thinking about that. Last year, the refrain that accompanied…
SB 21 – Once more into the DE Breach
I posted a bunch last Summer during the whole SB313 brouhaha. I thought that perhaps that legislative shenanigans in Dover wouldn't draw my attention again, but here we are. Last week, SB 21 was revealed. It's gotten a bit of…
Negotiating the Fraud Provision
Rick and Keith (with an assist from Jane) are at it again. For students of the merger agreement, these occasional videos are really instructive and well worth spending time with. This time, they have a new video (in multiple parts)…
New era of enforcement
Ok, so welcome to a new era of deal enforcement. In the next month or so, we'll get a real sense of what Trump 2.0 will mean for the deal environment. Many on Wall Street appear to believe that it's…
Paramount Shareholder Sues
In what is perhaps the most obvious lawsuit ever, a Paramount shareholder just sued Shari Redstone, National Amusements, et al Paramount Suit , arguing that the Paramount-Skydance merger is unfair to minority shareholders. It's at this point I should remind…
Elson’s Requiem for Delaware
In today’s FT, Prof. Charles Elson gives his requiem for the Delaware franchise post SB 313 in an article titled: “Delaware is Jettisoning its Traditional Approach to Protecting Investors.” In it he describes the capitulation to controlling shareholders and the…
A 122(18) Research Agenda, cont’d
Building off Lucien Bebchuk's post at HLS Corporate Governance Blog about the unintended effects of §122(18), here's an expanded research agenda. This time we can look at the impact of §122(18) on settlements with activists both before and after passage:…