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Large publicly-traded private equity firms have seen their share prices drop significantly over the past year but they are virtually impenetrable when it comes to shareholder insurgencies. Here's why.
For some time, there has been a rough separation between corporate and securities law in the United States. According to the conventional account, securities law requires public companies to make disclosures to investors while corporate law sets forth substantive norms regulating the internal affairs of the corporation. This distinction provides the foundation for a dual regulatory system of federal securities law and state corporate law. My article, Reassessing the Distinction Between Corporate and Securities Law (forthcoming in the UCLA Law Review), sets forth a new way of understanding the difference between corporate and securities law.
In an appraisal decision issued this week, the Delaware Court of Chancery held that the fair value of Dell Inc. was $17.62 per share—almost four dollars over and nearly 30% more than the price paid in the 2013 go-private merger. In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. May 31, 2016). The result reflects the remarkable view that “fair value” in Delaware represents a price far higher than any buyer would have been willing to pay and that the merger price derived from an admirable sales process should be accorded no weight.
On Friday, in Stein v. Regions Morgan Keegan Select High Income Fund, Inc., Nos. 15-5903, 15-905, 2016 WL 2909333 (6th Cir. May 19, 2016), the Sixth Circuit ruled that the tolling doctrine established by American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974), does not apply to the three-year statute of repose governing claims under Sections 11 and 12 of the Securities Act of 1933 [1] or to the five-year statute of repose governing claims under Section 10(b) of the Securities Exchange Act of 1934. [2]
Lenders warned Valeant Pharmaceuticals that it has defaulted on certain debts after failing to submit a public filing, giving the embattled drugmaker two months to rectify the matter.
Labor department data suggest competition from the upstarts is actually helping the taxi and limousine industry expand.
Graduates of schools catering to the elite dominate government, law, the military, medicine and business, but change is in the works
The Canadian plane maker flew Star Alliance bosses on board its 110-seat CS100 between airline gatherings in Europe where it sought to preserve momentum after winning a lifeline order for the money-losing jet from Delta Air Lines
Activism has evolved from the leveraged raiders of the 80s to a more collaborative approach, without losing its assertiveness of purpose. The big picture ch
Should the chairman always be independent? Do CEOs actually make good directors?
Facebook is starting to think about the time when Mark Zuckerberg will no longer be at its helm.
Billionaire investor William Ackman's Pershing Square Holdings hedge fund posted losses in May, widening its year-to-date losses to 18.6 percent, an investor in the fund said, in results that reinforce how some of the industry's biggest stars are facing a rough patch. Bayliss
The SEC announces it has named Christopher Hetner as Chair White's senior advisor on cybersecurity policy.
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The Consumer Financial Protection Bureau (CFPB) released recommendations in March for how banks and credit unions can better protect elderly customers from financial exploitation.
Thank you, David [Lynn], for that kind introduction and for inviting me to your annual meeting. It is truly my privilege and honor to serve as Chair of the Commission, and it is wonderful to share the room and microphone today [June 2, 2016] with my friend and former Chairman Richard Breeden along with others who, from firsthand experience, deeply appreciate the value of the SEC as a critical institution with a long heritage of protecting investors and our markets. At the Commission, our history informs who we are and the work we do, and it is our great, good fortune that we have the SEC Historical Society to preserve that rich history.
Against the lively debate on whether a staggered board (SB) of directors hurts or benefits stockholders I present new evidence suggesting that in general, an SB has no significant effect on stock value. The evidence is based on the effects of two Delaware court rulings in 2010 in the case of Airgas on stock prices of Delaware companies that could be affected by these rulings. The October 8 ruling weakened the potency of the SB for companies that have their annual meeting late in the year and the November 23 decision restored its potency. (A detailed description of these rulings appears in a post on the Forum here.)
Swiss voters on Sunday rejected aproposal to require state-controlled companies such as Swisscom, Swiss Post or Swiss railway company SBB not to seek tomake a profit.
As of June 2, Zuckerberg beneficially owned shares collectively representing about 53.8 per cent of total outstanding voting power
A choice between Bombardier's CSeries model and Brazil-based Embraer's E-jet series will be made by the end of the year.
An Aon Hewitt survey of 449 pension plans in Canada shows a median solvency ratio of 87.1 per cent as of June 1, up one percentage point from 86.1 per cent as of May 1 and 83.1 per cent at the start of April
Bombardier's fortunes are turning around, officials told the lead minister reviewing the aircraft maker's request for $1 billion in aid.
by Susan Azyndar Editor’s Note: Many thanks to Susan Azyndar for this excellent guest post.
A common element is that a lot of the banks have new chief executive officers
Canada's Alimentation Couche-Tard Inc (ATDb.TO) and Japan's Seven & i Holdings Co Ltd (3382.T) have submitted indicative offers to acquire U.S. convenience store retailer CST Brands Inc (CST.N), people familiar with the matter said on Thursday.
Pentair PLC is exploring a sale of its slumping valves-and-controls business, a move that would largely unwind a merger deal it struck just four years ago.
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