A star-studded line-up of law profs got together to try to answer this question. Does Revlon Matter? An Empirical and Theoretical Study (Cain, Davidoff-Solomon, Griffith, and Jackson) recently posted to SSRN. Since it came down in 1986, many have tried
M & A Law Prof Blog
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Griffith on Reps/Warranties Insurance
Here's a new paper by Sean Griffith, Deal Insurance: Representation & Warranty Insurance in M&A Contracting:Abstract: Efficient contracting depends upon imposing risk on the party with superior access to information. Yet the parties in mergers and acquisitions transactions now…
Residuals Clauses in NDAs
Another in a series of very helpful cartoons from our friends at the Hogan Lovells M&A team on the use of 'residuals' clauses in nondisclosure agreements. The explanation of how they work here is very clear. Residuals clauses are just…
Call for papers: Corporate & Securities Litigation Workshop
Call for papers from the Corp & Securities Litigation Workshop. This has grown into quite an annual scholarly event:Corporate & Securities Litigation Workshop: Call for PapersBoston University School of Law, in conjunction with the University of Illinois College of Law,…
Corwin, not a ‘get out of jail free’ card
I've seen some hand-wringing among my fellow corporate law scholars that Corwin represents some sort of free pass for bad directors in the context of a sale – a 'get out of jail free' card as it were. Last week…
251(h) mergers, what are they called anyway?
Ever since Delaware adopted §251(h) to deal with the percolating top-up option issue ('you're going to issue how many shares?!'), there has been a small, but nagging issue. What do we call this new kind of merger. Well, lawyers aren't all…
Mandatory shareholder arbitration being considered by SEC … again?
Apparently the whole issue of mandatory arbitration of shareholder disputes has begun to percolate again. The issue is whether the SEC should permit registration statements to go effective with mandatory shareholder arbitration provisions in their corporate charters. This had been…
Moar MACs Pleez
Ok, so Akorn has attracted a lot of attention – as it should. It's the first ever MAC seen in the wild. Of course, the Chancery opinion is going to get appealed, so it's not the last word on the…
A MAC, a MAC!!
Sorry, catching up. It's a 247 page opinion for Chrissakes! It takes a guy some time to read that and the footnotes! What?! 800 plus footnotes? What are we doing here? Anyway, as this case is no doubt going up…
What does ab initio mean anyway?
Since Kahn v. M&F Worldwide there have been a series of challenges to the application of the business judgment presumption in the context of controller squeezeout transactions. The crux of these challenges was M&F's ab initio requirement.You'll remember that in…