Airgas/Air Products: The Deal Professor’s Take

February 19, 2011

This blog previously to the “Deal Professor” about the Airgas/Air Products litigation.  He’s at it again with a great post about the ramifications of the Delaware Chancery Court’s upholding Airgas’ poison pill (I’ll discuss poison pills soon, promise).   First, he analyzes Air Products’ strategy: Air Products instead focused all its effort on the legal […]

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Why is a Lawsuit Filed for Every Deal? See Below. Part II

February 18, 2011

Earlier, I posted about how lawsuits are filed for every public deal, and that evidence showed that companies that went private filed for IPOs that eventually reaped large benefits for management.  Now, if mergers are marriages, then the matchmakers are the large investment banks.  The investment banks are constantly trolling for possible deals (or in […]

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What is a Hedge Fund?

February 17, 2011

Although hedge funds are in the news less than they were in the last couple of years, with the recent collapse of Level Global Investors, I thought it would be a good time to talk about “hedge funds.”  A hedge fund is a private company that pools cash for a group investment.  Sounds a lot […]

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Sanofi-Genzyme Update

February 16, 2011

As I noted here and here, Sanofi and Genzyme are still a-courtin’.  According to the NY Times Dealbook, today is the day the deal is announced.  I’ll write more about any interesting details.

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Shareholder Challenges Ensco-Pride Deal

February 15, 2011

As I mentioned in an earlier post, a lawsuit is usually filed challenging every deal.  The Ensco-Pride deal is just the latest deal to be scrutinized.  As the NY Times Dealbook notes, the shareholder alleges breaches of fiduciary duty and an unfair deal.  Pretty basic allegations, and allows the shareholders to review non-public information to […]

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How Can a Shareholder Challenge a Merger?

February 14, 2011

Happy Valentine’s Day.  Mergers are often seen as a “marriage” between two companies.  Not to spoil today’s mood, but this post shows how shareholders question the motives behind some of those “marriages.” In an earlier post, I compared views on the abundance of shareholder lawsuits challenging mergers between the NY Times Dealbook and the Wall […]

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Pershing Capital on Long and Short Term Investors

February 13, 2011

Pershing Capital on Long vs Short Term Investors Interesting thoughts from Pershing Capital’s William Ackman on long term investors versus short term investors and liquidity.  Video via NY Times Dealbook.

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Trustee: J.P. Morgan “Knew” or “Should Have Known” About Madoff Fraud

February 12, 2011

As I mentioned in an earlier post about the owners of the New York Mets, Madoff’s bankruptcy trustee is suing J.P. Morgan (Madoff’s investment advisor).  Since Madoff’s company went bankrupt (and can’t pay its debts/victims) the trustee is trying to recover from others who may have been part of the fraud.  According to Bloomberg: As […]

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Why is a Lawsuit Filed for Every Deal? See below.

February 11, 2011

Recently, the Wall Street Journal published a story “First, the Merger; Then the Lawsuit” criticizing shareholder suits that are inevitably filed after a public company get acquired.   Shareholders often challenge a deal without knowing many details, and, most of the time, it is the shareholder’s attorneys who do the legwork on the case.  The […]

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Dropping Knowledge: Demanding Corporate Documents

February 10, 2011

Under Delaware law, a shareholder can demand documents from a corporation if the stockholder complies with 8 Del. C. 220, and “[t]he inspection such stockholder seeks is for a proper purpose.”  There are a bunch of technical aspects of a 220 demand, but those are formulaic, and easy followed.  The real question is whether the stockholder can […]

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