Revlon Standard Redux
(Note: On March 6, 2013, the Corporate Law Center had the pleasure of hosting Vice Chancellor J. Travis Laster of the Delaware Court of Chancery for its Thirteenth Annual Albert A. DeStefano Lecture on Corporate, Securities and Financial Law. VC Laster’s lecture, “Revlon is a Standard of Review: Why It’s True and What It Means” [...]
Fordham Law Alum Leads Innovative and Socially Conscious Development in Panama’s Casco Viejo
Have you ever thought about what happens when, 10 years after law school, you ask yourself “what’s next?” If you are anything like Fordham Law alum K.C. Hardin ‘98, you pack your bags, your skills and your surfboard and you head down south. Ten years ago, the former Associate at Paul, Weiss, Rifkind, Wharton & [...]
Settling for Injustice: The Conundrum of Mortgage Crisis Settlements
This week Bank of America finds itself facing the largest fraud lawsuit thus far as a result of the mortgage debacle. The Justice Department filed the complaint in Manhattan federal court on Wednesday, and powerhouse U.S. Attorney Preet Bharara, who led the charge against Raj Rajaratnam of the Galleon Group, is at the head of [...]
POSTED IN Banking & Finance, Housing, Litigation, Real Estate
Liberalizing Solicitation: Proposed Rules for Reg D and 144A under the Jobs Act
On August 29, 2012, the US Securities and Exchange Commission released another round of proposed rules pursuant to Title II of the recently passed Jumpstart Our Business Startups Act (“Jobs Act”). If adopted, the amended rules would significantly reduce prohibitions against general solicitation and general advertisement found in Regulation D under Rule 506 and Rule [...]
A Cross-Border Insolvency Showdown: Vitro’s Mexican Restructuring Plan Denied Comity in U.S. Bankruptcy Court
In a rare event, the Bankruptcy Court for the Northern District of Texas (“Bankruptcy Court”) refused to extend comity to a Mexican court and declined to enforce an order for a plan of reorganization for Vitro, S.A. B. de C.V. (“Vitro”). The Bankruptcy Court found the plan manifestly contrary to the public policy of the [...]
Municipal Bankruptcies and the Unintended Impact on Muni Bonds
The municipal bond market is quickly becoming the latest entity to be impacted by the lingering housing and financial crisis. In June, Stockton, California became the latest city to head to bankruptcy court to sort out its financial woes and is hoping to be the first city to impose losses on bondholders in its plan [...]
Credit Bidding Has Its Day in Court
In a “cramdown” reorganization involving the sale of the debtor’s assets, does a secured creditor have an absolute right to use its outstanding claim against a debtor to purchase its own collateral? The Supreme Court will answer this question in April. The contested use of credit bidding under 1129(b) of the Bankruptcy Code turns on [...]
POSTED IN Bankruptcy
Too Good To Be True: Delaware Court of Chancery Awards Derivative Plaintiffs $1.26 billion in Damages for Breach of Duty of Loyalty
In re Southern Peru Shareholder Derivative Litigation, the Delaware Court of Chancery found that Southern Peru Copper Corporation’s (“Southern Peru”) acquisition of Minera Mexico, S.A. de C.V., (“Minera”), from its controlling shareholder, Grupo Mexico, S.A.B. de C.V. (“Grupo Mexico”), was a “manifestly unfair transaction” and a breach of the duty of loyalty. The Opinion, written [...]
POSTED IN Corporate Governance, Corporate Law
MF Global Notes
The tragedy that is MF Global seems to get worse by the minute. Just last week, the failed commodities broker fired 1,066 workers, sparking three class-action lawsuits under the Warn Act, a federal law requiring 60-days’ notice before mass layoffs. If plaintiffs prevail, the bankrupt company could be liable for wages employees would have earned [...]
POSTED IN Bankruptcy, Securities Regulation
Balancing Risk & Opportunity in Brazil Under the FCPA
With the rise of global capital and cross border transactions, the Foreign Corrupt Practices Act (“FCPA”) has become an increasingly important enforcement mechanism in the compliance regime. The FCPA, enacted in 1977 to curtail the widespread bribery of foreign officials by U.S. companies, now extends to foreign companies that issue shares or American Depository Receipts [...]
Featured Video
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Eugene P. and Delia S. Murphy Conference on Corporate Law
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Representation Without Accountability?
- Business Law Practitioners Series – Fall 2011
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The Philosophy and Practice of Disclosure
- BLPS – Rory Cutaia ’85
- The Looming Problems of The Bureau of Consumer Financial Protection
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Financial Reform Legislation: There Ought To Be A Law, But Is This It?
Highlights From Volume 18 Book I
THE BEHAVIORAL PARADOX: WHY INVESTOR IRRATIONALITY CALLS FOR LIGHTER AND SIMPLER FINANCIAL REGULATION
It is widely believed that behavioral economics justifies more intrusive regulation of financial markets, because people are not fully rational and need to be protected from their quirks. This Article challenges that belief. Firstly, insofar as people can be helped to make better choices, that goal can usually be achieved through light-touch regulations. Secondly, faulty [...]
DEMANDING SUBSTANCE OR FORM? THE SEC’S PLAIN ENGLISH HANDBOOK AS A BASIS FOR SECURITIES VIOLATIONS
In 1998, the United States Securities and Exchange Commission (“SEC” or “Commission”) released a style manual titled “The Plain English Handbook.” The culmination of a drive by its Chairman, Arthur Levitt, the Handbook drew upon the rules of grammar, best industry practice, and even the support of billionaire Warren Buffett in calling for a layman’s [...]
FULL OF HOT AIR? EVALUATING THE AIRGAS COURT’S RESERVATIONS ABOUT SHAREHOLDERS’ SHORT-TERM AND LONGTERM INTERESTS IN TAKEOVERS
This Note explores the incentives and preferences of shareholders in takeovers. This analysis is conducted in the context of the Delaware Chancery Court’s February 2011 decision in Air Products & Chemicals v. Airgas. In that case, the court’s decision largely turned on whether certain short-term and long-term shareholders have different preferences and incentives in takeovers. [...]
News & Events
- Can Woman Have It All? A Live Webcast with Anne-Marie Slaughter (4/24/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- International In-House Counsel Breakfast Forum Series for Students (4/18/2013)
- Business Law Practitioners Series for students (4/16/2013)
- Fordham Corporate Center