Corporate Law
Apple’s Loss, Shareholders’ Gain? Easing the Standard of Review for Preliminary Injunctions
David Einhorn, hedge fund manager and founder of Greenlight Capital, which holds approximately $ 1.3 million shares of Apple, has garnered substantial media attention for advocating that Apple should reduce its cash reserves. Einhorn wants Apple to issue preferred stock to shareholders called “iPrefs” which would issue a quarterly dividend. In this year’s proxy statement, [...]
LEAVE A COMMENT
TAGS apple, Apple proxy vote, Einhorn, Rule 14a-4
POSTED IN Corporate Law, Litigation, Securities Regulation
POSTED IN Corporate Law, Litigation, Securities Regulation
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” [...]
Int’l In-house Counsel Breakfast Program – Marianne Fogarty ’90, Business Ethics and Anti-Corruption Officer at MasterCard
On November 14, the Corporate Law Center was honored to co-sponsor a breakfast as part of the International In-House Counsel Breakfast Program for students. This series, now in its second year, invites distinguished in-house counsel for an informal breakfast and follow on conversation. Guests discuss in-house practice in large multi-national organizations, including issues raised by [...]
Facebook and Data Mining: Do You “Like” It?
Facebook has had a rough year in the public eye. First came the “worst IPO in a decade.” Next came allegations that the company fought to hide potentially damaging information regarding its mobile users. Most recently, the newest in a slew of high-profile privacy lawsuits. The Winklevoss Brothers (or Winklevi, for those who have seen [...]
German Court’s Ruling Staves of Capital Markets Disaster, But at the Risk of Germany’s Independence
This past week Germany’s Federal Constitution Court, the German version of the U.S. Supreme Court, ruled that Germany’s membership in the European Stability Mechanism (ESM) was not an infringement of the constitutional budgeting authority. This decision has both removed a significant barrier to the Eurozone’s ability to adopt tools to deal with the financial crisis [...]
Tooley Comes to Town – New York Appellate Court Adopts Delaware “Common Sense” Standard
On August 7, 2012, the Appellate Division, First Department of the New York Supreme Court adopted a test from the Delaware Supreme Court to determine whether a claim is direct or derivative. The adoption of this test ends a pattern of case-by-case analysis that was, at times, unpredictable. A plaintiff asserting a derivative claim seeks [...]
LEAVE A COMMENT
TAGS derivative suits, direct suits, shareholder litigation
POSTED IN Corporate Law, Litigation
POSTED IN Corporate Law, Litigation
The Collateral Damage From the Facebook IPO Fiasco
The Facebook IPO fiasco already is the subject of innumerable articles, blogs, tweets, and analyses. Virtually all of the discussion centers, however, on the obvious: Facebook (the issuer), Morgan Stanley (the lead underwriter), Nasdaq (the security exchange) and the investors who saw immediate decline in value. Take a step back and we see that the [...]
The Tiger Loses Its Stripes? India’s Proposed Retroactive Tax on Offshore Takeovers May Diminish Its Aura As an Attractive Destination for Foreign Investors
On March 16, 2012, Pranab Mukherjee, the Indian Finance minister, proposed a retroactive amendment to India’s tax laws[1], which would allow the Indian government to impose a capital gains tax on the indirect sale of Indian assets among non-Indian entities. The proposed retroactive tax is an effort to shore up India’s fiscal budgetary woes and would allow the government to tax “offshore” transactions dating back to 1962.[2] Unsettlingly, the proposal is also a direct rebuke of the Supreme Court of India’s judgment issued in Vodafone International Holdings B.V. v. Union of India & Anr., holding that the Indian taxing authority did not have the power to tax the sale of a holding company incorporated outside of India [...]
iFoxconn: The Corporation’s Role and the “Harder Problem” of Wages – Part II
International Justice Should Play a Part in a Corporation’s Role There are at least three compelling reasons to think that it would not go too far, however, to say that concerns for international justice should play a part in the role of prosperous corporations that do business in the developing world. First, these corporations have [...]
iFoxconn: The Corporation’s Role and the “Harder Problem” of Wages – Part I
(Editor’s Note: This is Part I of a two part series. Look forward to the next installment, which will be published on Friday morning.)
A Foxconn factory likely created the device you’re using to read this post as Foxconn manufactures over 40 percent of the world’s electronics for companies including Apple, Dell, Amazon, Sony, and Motorola. Headquartered in Taiwan, Foxconn employs over 1.2 million people, making it China’s largest private employer. Recent reports about Foxconn, summarized below, raise challenging normative questions related to the social responsibilities of corporations and separate yet related matters of international justice. More specifically, to what extent should a successful American company ensure that its suppliers and subcontractors are paying their workers [...]
Featured Video
-
Eugene P. and Delia S. Murphy Conference on Corporate Law
-
Representation Without Accountability?
- Business Law Practitioners Series – Fall 2011
-
The Philosophy and Practice of Disclosure
- BLPS – Rory Cutaia ’85
- The Looming Problems of The Bureau of Consumer Financial Protection
-
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