With the SEC Distracted, Securities Lawyers Need to Step Up

March 16, 2011

The SEC is currently getting scrutinized on every front.  Whether it is for Bernie Madoff, or porn, or insider trading prosecution issues, the SEC is generally distracted by the attention it now gets.  Private lawyers who represent investors, however, continue to get criticized for bringing lawsuits to recovery for investors. Despite this criticism, private lawyers, […]

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Just Say No: Lawson Software’s Board Must Decide on Takeunder

March 14, 2011

I’ve posted plenty about poison pills and takeovers.  But recently, there have been some “takeunders.”  A takeunder is an acquisition where the buyer pays less per share than the current trading price.  The most recent example of this Lawson Software, which just received a bid that valued the company at $0.30  less than its trading […]

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More Fiduciary Duties for Stockbrokers

March 13, 2011

I’ve posted here and here about  how anyone who invests your money for you should have fiduciary duties.  The Wall Street Journal has joined the crowd with a story about how the rules are about to change: Currently, some people who provide important advice about plan investments currently aren’t held responsible for the quality of their […]

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Dropping Knowledge: What is an ETF?

March 12, 2011

Lately, I’ve been seeing a lot of commercials about “ETFs” and how companies will invest your money safely in ETFs.  So, what is an ETF?  ETF is short for an “Exchange Traded Fund” which, according to Bloomberg is: a basket of securities that track an index such as the Standard & Poor’s 500 Index. ETFs, […]

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Board Diversity and Good Corporate Governance

March 9, 2011

A great article from the “Deal Professor” on diversity helping corporate boards.  He opines that: Despite the experience of the financial crisis, no one expects a board member to be able to price a complex derivative. In the case of a financial institution, the job of a director is about asking good questions and monitoring. […]

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Delaware Supreme Court Upholds Another “Poison Pill”

March 8, 2011

After the Airgas/Air Products poison pill was upheld, the Delaware Supreme Court’s recent decision provided even more support for for a board of directors to use a poison pill to curb a hostile takeover.  In a one-page order, the Delaware Supreme  Court affirmed Vice Chancellor Strine’s post-trial opinion in Yucaipa American Alliance Fund II, L.P. […]

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Del Monte Buyout Financed with Cheap Debt

March 7, 2011

I’ve posted before about the Del Monte buyout by KKR, but Bloomberg’s recent story about how the deal was financed is nearly as interesting.  KKR’s hostile takeover artist Henry Kravis bragged about how easy it was to fund the buyout: “It’s probably the most attractive financing that we’ve ever done,” Kravis said in a speech […]

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SEC Turns Up the Heat on Lazy Directors

March 6, 2011

Since Sarbanes-Oxley’s 2002 enactment, boards of directors have had to face new accountability standards.  The NY Times has a good story about how the SEC, normally, lets board members escape unscathed unless they directly participate in a fraud, but are making an exception in a case against DHB Industries, stating that: “We will not second-guess […]

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Just Say No: Family Dollar Rejects Takeover Offer

March 5, 2011

Earlier, I wrote about the “poison pill” as a defense for a hostile takeover.   The NY Times Dealbook is reporting on the precursor to a possible hostile takeover, with Family Dollar rejecting a friendly takeover bid from Nelson Peltz’s Trian Group, a hedge fund (as explained here).  Basically, Peltz contacted Family Dollar’s board with […]

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J. Crew’s Shareholders Approve the Deal: May Still Get More

March 4, 2011

So, in a previous post, I wrote about how shareholders can recover an extra “bump” when their company is getting sold.  I mentioned that J. Crew shareholders were in a good position because Institutional Shareholder Services urged shareholders to vote “no” on the transaction.  If J.Crew’s board was sufficiently concerned that the shareholders voted down […]

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