April 13, 2009
The Hunstman Case
A panel in Vegas discussed the Delaware Chancery case on Apollo v Huntsman. Comments by Chancellor Lamb, if reported properly (and big it), reveal that a willingness to negotiate a settlement could affect the outcome of busted deal cases. Why? It should not affect the merits and Judges should do what they are paid to do -- decide cases on the merits when parties cannot agree. A Judge that does not want to decide cases should not be a judge.
Stress Tests Test Disclosure Obligation
The government's games with "Stress Tests" for banks show once again that disclosure to shareholders if "for others." Shareholders of banks that are evaluated want to know the results as soon as their executives learn them. Yet government and bank executives do not want to reveal them. Who wins, banks executives. When the Stress Tests finally came out, guess what -- they will be late, negotiated, and nobody will fail.
When District Judge Carney threw out portions of the criminal case against Broadcom for backdating stock options, he did so on grounds that has the corporate bar taking notice. The corporate attorneys failed to tell an executive that they represented the corporation and not him. This is an old, old problem in corporate legal representation. A corporation attempts to save a few bucks by having a corporate counsel "help" executives as well. Penny wise and pound foolish.
Thomsen Cashs In
Linda Thomsen, the chief enforcement officer at the SEC who left (?) after a poor record of SEC enforcement (and Congressional testimony on same) during the Madoff scandal years has landed a fat job at Davis Polk when firms are downsizing.