M & A Law Prof Blog

Delaware arbitration arguments

In case you missed it, you can listen to last week's arguments before a panel of the Third Circuit online.  Here is the audio file. 

-bjmq

Delaware arbitration update

As I noted yesterday, the Delaware Coalition for Open Government and the Chancery Court were before a panel of the Third Circuit arguing the merits of Delaware's arbitration procedure.  Tom Hals of Reuters was there and he thinks the Chancery Court scored some points.  I've said it before and I still believe it: if the arbitration procedure survives, someone will look back in 10 years or so and shake their head. It's still a bad idea for Delaware and Delaware's franchise.

-bjmq 

Delaware Arbitration in front of Third Circuit today

The question of the constitutionality of Delaware's Chancery arbitration program is before the Third Circuit today.  I think my position on this program is pretty clear -- I'm for openness.  See here for past posts on the topic.  I've got a paper appearing in Spring 2013 issue of the Cardozo Journal of Conflict Resolution arguing more or less the same thing.  

We'll see what the panel thinks.

-bjmq

Weil, Gotshal 2012 survey of sponsor-backed going private transactions

Weil, Gotshal & Manges recently published its sixth survey of sponsor-backed going private transactions, which analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe, and Asia-Pacific. (We covered last years survey here.)

The survey covers 40 sponsor-backed going private transactions with a transaction value (i.e., enterprise value) of at least $100 million announced during calendar 2012. Twenty-four of the transactions involved a target company in the United States, 10 involved a target company in Europe, and 6 involved a target company in Asia-Pacific.

Here are some of the key conclusions Weil draws from the survey:

• The number and size of sponsor-backed going private transactions were each lower in 2012 than in 2011 and 2010; . . . .
• Specific performance "lite" has become the predominant market remedy with respect to allocating financing failure and closing risk . . . . Specific performance lite means that the target is only entitled to specific performance to cause the sponsor to fund its equity commitment and close the transaction in the event that all of the closing conditions are satisfied, the target is ready, willing, and able to close the transaction, and the debt financing is available.
• Reverse termination fees appeared in all debt-financed going private transactions in 2012, . . .with reverse termination fees of roughly double the company termination fee becoming the norm.
• . . . no sponsor-backed going private transaction in 2012 contained a financing out (i.e., a provision that allows the buyer to get out of the deal without the payment of a fee or other recourse in the event debt financing is unavailable).
• Some of the financial-crisis-driven provisions, such as the sponsors’ express contractual requirement to sue their lenders upon a financing failure, have diminished in frequency. However, the majority of deals are silent on this, and such agreements may require the acquiror to use its reasonable best efforts to enforce its rights under the debt commitment letter, which could include suing a lender.
• Go-shops remain a common (albeit not predominant) feature in going private transactions, and are starting to become more specifically tailored to particular deal circumstances.
• Tender offers continue to be used in a minority of going private transactions as a way for targets to shorten the time period between signing and closing.

MAW

Gilson on unbiased takeover laws

Gilson, Enriques, and Pacces have a new paper in which they propose a neutral takeover regime for the EU.  Rather than adopt a director centered approach (as in Delaware) or a shareholder centered approach (as in the UK), Gilson and his co-authors try to split the difference by adopting default rules and menus that permit firms to opt into the approach of their choice.  Interesting, though I suspect that the challenge to a private ordering approach will be collective action problems that appears to make it difficult for shareholders to influence private ordering solutions at the IPO stage here in the US.   Here's the abstract:

Abstract: Takeover regulation should neither hamper nor promote takeovers, but instead allow individual companies to decide the contestability of their control. Based on this premise, we advocate a takeover law exclusively made of default and menu rules supporting an effective choice of the takeover regime at the company level. For reasons of political economy bearing on the reform process, we argue that different default rules should apply to newly public companies and companies that are already public when the new regime is introduced. The first group should be governed by default rules crafted against the interest of management and of controlling shareholders, because these are more efficient on average and/or easier to opt out of when they are or become inefficient for the particular company. The second set of companies should instead be governed by default rules matching the status quo even if this favors the incumbents. This regulatory dualism strategy is intended to overcome the resistance of vested interests towards efficient regulatory change. Appropriate menu rules should be available to both groups of companies in order to ease opt-out of unfit defaults. Finally, we argue that European takeover law should be reshaped along these lines. Particularly, the board neutrality rule and the mandatory bid rule should become defaults that only individual companies, rather than member states, can opt out of. The overhauled Takeover Directive should also include menu rules, for instance a poison pill defense and a time-based breakthrough rule. Existing companies would continue to be governed by the status quo until incumbents decide to opt into the new regime.

-bjmq

Takeover defenses in IPO firms

Wilmer Hale has put out its annual M&A report.  There are a couple of interesting data points worth looking at.  In particular is the table below - Takeover Defenses in IPO Firms.   Notice that the basic tendancy to go public with lots of takeover defenses is consistent with findings from Daines and Klausner more than a decade ago (Do IPO Charters Maximize Firm Value?).  That much hasn't changed. Indeed, in recent years, there has been a noticeable uptick in tech firms going public with dual-class stock, entrenching entrepreneurs (7% in Wilmer's sample).  Also, adoption of exclusive forum provisions in certificates of incorporation appears to be reaching a critical mass - 27% of all IPOs and 44% of all PE backed IPOs.  Oh, and don't be fooled by the fact that only 2% of firms go public with poison pills in place.  People should stop counting that number.  Every board has an implicit pill in place.  

It's interesting.  Give it a look.

-bjmq

Delaware's duty of disclosure

Vice Chancellor Laster issued an opinion for In re Wayport Shareholder Litig on Wednesday.  This post-trial opinion deals with a number of interesting issues, but it does one thing that is really helpful for people like me who are always looking for cases that students can look at that distill the differences in doctrine and approach.  In this case, the Vice Chancellor does a nice summary of the four strains of doctrinal thought that define the Delaware duty of disclosure.  I'm reproducing a heavily edited version of that section below (read the opinion for all the internal cites):  

The “duty of disclosure is not an independent duty, but derives from the duties of care and loyalty.” The duty of disclosure arises because of “the application in a specific context of the board’s fiduciary duties . . . .” Its scope and requirements depend on context; the duty “does not exist in a vacuum.” When confronting a disclosure claim, a court therefore must engage in a contextual specific analysis to determine the source of the duty, its requirements, and any remedies for breach. Governing principles have been developed for recurring scenarios, four of which are prominent.

The first recurring scenario is classic common law ratification, in which directors seek approval for a transaction that does not otherwise require a stockholder vote under the DGCL. If a director or officer has a personal interest in a transaction that conflicts with the interests of the corporation or its stockholders generally, and if the board of directors asks stockholders to ratify the transaction, then the directors have a duty “to disclose all facts that are material to the stockholders’ consideration of the transaction and that are or can reasonably be obtained through their position as directors.” The failure to disclose material information in this context will eliminate any effect that a favorable stockholder vote otherwise might have for the validity of the transaction or for the applicable standard of review. (“With one exception, the ‘cleansing’ effect of such a ratifying shareholder vote is to subject the challenged director action to business judgment review, as opposed to ‘extinguishing’ the claim altogether (i.e., obviating all judicial review of the challenged action).

A second and quite different scenario involves a request for stockholder action. When directors submit to the stockholders a transaction that requires stockholder approval (such as a merger, sale of assets, or charter amendment) or which requires a stockholder investment decision (such as tendering shares or making an appraisal election), but which is not otherwise an interested transaction, the directors have a duty to “exercise reasonable care to disclose all facts that are material to the stockholders’ consideration of the transaction or matter and that are or can reasonably be obtained through their position as directors.” A failure to disclose material information in this context may warrant an injunction against, or rescission of, the transaction, but will not provide a basis for damages from defendant directors absent proof of (i) a culpable state of mind or nonexculpated gross negligence, (ii) reliance by the stockholders on the information that was not disclosed, and (iii) damages proximately caused by that failure.

A third scenario involves a corporate fiduciary who speaks outside of the context of soliciting or recommending stockholder action, such as through “public statements made to the market,” “statements informing shareholders about the affairs of the corporation,” or public filings required by the federal securities laws. In that context, directors owe a duty to stockholders not to speak falsely:

Whenever directors communicate publicly or directly with shareholders about the corporation’s affairs, with or without a request for shareholder action, directors have a fiduciary duty to shareholders to exercise due care, good faith and loyalty. It follows a fortiori that when directors communicate publicly or directly with shareholders about corporate matters the sine qua non of directors’ fiduciary duty to shareholders is honesty.

“[D]irectors who knowingly disseminate false information that results in corporate injury or damage to an individual stockholder violate their fiduciary duty, and may be held accountable in a manner appropriate to the circumstances.” (“When the directors are not seeking shareholder action, but are deliberately misinforming shareholders about the business of the corporation, either directly or by a public statement, there is a violation of fiduciary duty.”).  Breach “may result in a derivative claim on behalf of the corporation,” “a cause of action for damages,” or “equitable relief . . . .”

The fourth scenario arises when a corporate fiduciary buys shares directly from or sells shares directly to an existing outside stockholder. Under the “special facts doctrine” adopted by the Delaware Supreme Court in Lank v. Steiner, a director has a fiduciary duty to disclose information in the context of a private stock sale “only when a director is possessed of special knowledge of future plans or secret resources and deliberately misleads a stockholder who is ignorant of them.” If this standard is met, a duty to speak exists, and the director’s failure to disclose material information is evaluated within the framework of common law fraud. If the standard is not met, then the director does not have a duty to speak and is liable only to the same degree as a non-fiduciary would be. It bears emphasizing that the duties that exist in this context do not apply to purchases or sales in impersonal secondary markets. 

-bjmq

 

 

Buffet and D&O Insurance

...or the lack of it.  In a live-chat with Warren Buffet at the University of Nebraska, Omaha, Buffet dropped this bit of golden Buffet wisdom.  How to get directors to do a good job?  Well...don't give them D&O insurance.  They'll pay attention for sure. 

Swimming against the tide has worked for him.

-bjmq

Ghosol and Sokol have recently posted a paper, Compliance, Detection and Mergers & Acquisitions.  They argue that buyers and sellers use regulatory compliance as a signal for quality in the market for corporate control. Because regulatory compiance is costly, firms with unobserveable high quality will separate from lemons by demonstrating third party compliance, while low quality firms will not.  Here's the abstract:  

Abstract: Firms operate under a wide range of rules and regulations. These include, for example, environmental regulations (in which some industries have increased regulatory exposure) and finance and accounting (where all industries have reporting requirements). In other areas, such as antitrust cartels, enforcement is unregulated and antitrust leaves the market as the default tool to police against anti-competitive behavior. In all of these areas, detection of non-compliance by a firm can result in significant penalties. This issue of non-compliance has implications in the merger and acquisitions (M&A) context. In a transaction between an acquiring firm (buyer) and a target firm (seller), there is asymmetric information about the target’s quality. In our framework, we link a target’s quality directly to the strength of its regulatory compliance. In an M&A transaction, an acquirer seeks information about the target’s compliance, as a compliance failure may result in substantial penalties and sanctions, post-acquisition. In the presence of quality (compliance) uncertainty about target firms, low quality targets can masquerade as high quality. This would tend to give rise to a M&A market with Lemons-like characteristics, resulting in low transactions prices and dampening of M&A activity. We examine how M&A transactions in such regulatory areas – environmental, finance and accounting, and antitrust compliance problems – might function to alleviate quality uncertainty. 

-bjmq

Pritzker nominated for Commerce

Penny Pritzker was just nominated to be Secretary of Commerce.  I post this for the corporate geeks amongst my readers (Smith v van Gorkom; Pritzker family tree; 2006 Marmon Group breakup; ).  The rest of you can move along. 

-bjmq

SRS 2013 claims study

Shareholder Representative Services has just released a new report, its 2013 M&A Post-Closing Claims Study.  The report is based on a review of claim activity in 420 private company transactions over the past year. Two thirds of deals had post-closing issues to report.  Some of the study's key findings:

• Earn-out milestones for tech and other deals outside of life sciences were achieved 50% of the time
• 18% of deals had at least one claim made in the final week of the escrow period.
• Final escrow releases were delayed due to claims in 30% of deals.
• 73% of deals with post-closing purchase price adjustment mechanisms saw adjustments, which were more often buyer-favorable than seller-favorable. 27% of adjustments were ultimately modified from the initial amount claimed.
• 10% of earn-out milestones that were initially claimed as missed eventually resulted in a payout for shareholders.
• Tax claims became more frequent due to the average target being a more mature taxpayer. In addition, state and local governments have become more aggressive about revenue collection, especially for sales and use taxes.

Give it a download. 

-bjmq

Sauer Danfoss turns out to be an important case

Thinking about it now, it turns out that the 2011 settlement approval of In re Sauer Danfoss Shareholder Litig is an important case.  Why?  Did it set out any special new points in the law?  No.  But it did one thing of real value for the courts.  In Appendix A to the opinion, it set out a chart of recent settlements with identification of the work accomplished by plaintiffs counsel, the benefit achieved, and the fee approved by the court.  It's a price list. And, like a price list, the Delaware courts are now regularly referring to it when they are reviewing requests for attorneys fees in disclosure only cases.  I suppose that's a good thing.  The downside?  Well, now Vice Chancellor Laster has to remember to update the appendix every now and again!

-bjmq

Delaware courts and liability of independent directors of Chinese companies

I'll be the first the first to admit that the whole reverse merger situation with Chinese corporations really reveals the most cynical aspects of our capital markets.  For those of you who haven't been paying attention to this issue, towards the end of the credit bubble and early on during the financial crisis there were a large of number of reverse mergers in the US involving Chinese corporations.  The reverse merger is a back door way to take a company public.  A privately held foreign company, in this case Chinese, acquires a publicly listed, but thinly traded, US corporation, usually a Delaware corporation through a reverse merger (the acquirer is the disappearing corporation and the target is the surviving corporation).  The suriving corporation then changes its name to the Chinese corporation and presto, you have a publicy traded Chinese corporation incorporated in Delaware.     

OK, so far so good.  The next step is where things start to get 'hinky'.  The newly public Chinese corporation then raises additional equity on US markets through a public offering.  The money is transfered back to China and then ... it disappears.  Surprised?   There are lots of people who you might point a finger at in this exercise.  The lawyers and investment bankers who arrange the reverse merger, the lawyers, investment bankers, and accountants who sign off on the public offering, the analysts who recommend shareholders buy shares in these companies.  The list is very long.  Now add to that list, the independent directors, usually US persons, who are required to sit on the boards of these companies (pursuant to the listing rules).

Reuters' Tom Hals points us to an opinion handed down late last week by Vice Chancellor Glasscock (Rich v Fuqi):

[Fuqi] listed its shares on Nasdaq through a reverse merger and in 2009 it raised $120 million through a public stock offering. Less than a year later, the company said it found accounting errors and uncovered transfers of cash out of the company totaling more than $130 million to entities that Fuqi has yet to verify were legitimate businesses. Fuqi has said the cash was recovered.

Fuqi's audit committee started to investigate, but its work stalled when management stopped paying the lawyers and accountants hired by the audit committee. The company said the lack of payment stemmed from a dispute with its insurer.

In protest, [independent directors] Brody and Hollander resigned from the board.

Shareholders sued the directors of Fuqi, including Brody and Hollander, who resigned in protest.  Prior to suing, the shareholders had made demand, but the corporation sat on the shareholders' demand for over two years.  The shareholders argued that notwithstanding the fact that they had previously made demand, it was futile because of the two year delay in responding.  The essence of the shareholders claim was a Caremark oversight claim - that directors failed in the duty to monitor the corporation's activities and permitted more than $130 million to disappear.  Glasscock sided with shareholders. 

Glasscock found:

... lead me to believe that Fuqi had no meaningful controls in place.  The board of directors
 may have had regular meetings, and an Audit Committee may have existed, but there
 does not seem to have been any regulation of the company’s operations in China.

The Vice Chancellor noted that independent directors had ignored several 'red flags' with respect to problems with internal controls and that directors did nothing to ensure that reporting mechanisms were accurate.  The lack of internal controls was so bad that $130 million was transferred out of the company in Novermber 2010, but it wasn't found out by the directors until March 2011.

Also, and this is critically important for independent directors, a strategy of "noisy withdrawal" will not immunize independent directors from liability for bad acts that took place on their watch.  Glasscock's ruling in Fuqi and Chancellor Strine's earlier in re Puda decision  make two things clear:  first, Caremark is alive - although it's a difficult standard to meet, there are facts that will meet that standard; and second, if you are an independent director, remember that it is serious business.  Resigning in protest won't help.  Better stick around and clean up the mess you created by your own inattentiveness.

-bjmq

Call for Papers: First Annual Workshop for Corporate & Securities Litigation

Below is the Call for Papers for a new workshop dedicated to bringing together corporate law scholars who write on litigation issues. 

Call for Papers: The University of Illinois College of Law and the University of Richmond School of Law invite submissions for the First Annual Workshop for Corporate & Securities Litigation. This workshop will be held on Friday, November 8, 2013, in Chicago, Illinois.

OVERVIEW: This annual workshop will bring together scholars focused on corporate and securities litigation to present their works-in-progress. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible. Appropriate topics include, but are not limited to, securities litigation, fiduciary duty litigation, or comparative approaches to business litigation. We welcome scholars working in a variety of methodologies, including empirical analysis, law and economics, law and sociology, and traditional doctrinal analysis. Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Illinois College of Law in Chicago, Illinois, on Friday November 8, 2013. Local costs (lodging and workshop meals) will be covered. Participants are asked to pay for their own travel expenses. The workshop is designed to maximize discussion and feedback. All participants will have read the selected papers. The author will provide a brief introduction to the paper, but the majority of the individual sessions will be devoted to collective discussion of the paper involved.

SUBMISSION PROCEDURE: If you are interested in participating, please send an abstract of the paper you would like to present to Jessica Erickson at jerickso@richmond.edu not later than Friday, May 31, 2013. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors of accepted papers will be notified by Friday, June 28.

QUESTIONS: Any questions concerning the workshop should be directed to the organizers—Professor Verity Winship (vwinship@illinois.edu) and Professor Jessica Erickson (jerickso@richmond.edu).

-AA

Signaling and risk allocation in merger agreements

Macia and Moeller of TCU have posted their paper, Signaling and Risk Allocation in Merger Agreements. They argue that targets use firm specific MAC carveouts to signal their unobservable quality.  By declining to include firm specific MAC carveouts (e.g. carveouts relating to restatements or CEO retention, etc), high quality firms are able to create a separation from low quality firms that tend to include more firm specific MAC carveouts.  It's an interesting paper.  I will ignore (not really) their subtle finance dig:

[T]here are only few rigorous academic studies about MAC clauses, arguably because of a lack of readily available data. Instead, MAC clauses have been almost exclusively studied by practitioners and legal scholars.

Ahem...ok, temper in check. Here's the abstract:

Acquirers and targets allocate interim risk in merger agreements through Material Adverse Change (MAC) clauses and exclusions [bjmq: e.g. carveouts]. While virtually all acquisitions have MAC clauses, there is broad cross-sectional variation in the number and type of MAC exclusions. Using comprehensive hand-collected data, we find that acquisitions with fewer firm-specific MAC exclusions, i.e., stronger abandonment options for the acquirers, are associated with higher acquirer announcement returns, higher combined surplus gains, higher target announcement returns, and better prior target performance. Fewer firm-specific MAC exclusions appear to be credible signals of higher target quality and are more prevalent when information asymmetries are likely high and signaling is particularly beneficial. In contrast, more market-wide MAC exclusions are not associated with higher acquirer or target gains although acquirers tend to assume the largely exogenous, market-wide interim risk when the expected completion periods are longer.

-bjmq

 

 

Shine settlement and News Corp Governance Changes

In 2011, we blogged about the derivative litigation in Delaware challenging News Corp's acquisition of Shine ("I just bought my daughter's company", and "More troubles for Murdoch") and now that case has been settled.  It's not often these days that you get litigation challenging actions by the buyer's boards. Typically, it's sellers' boards who are going to be on the hook.  This case, though, provided a nice opportunity for plaintiffs to chase a big fish while also have the burdens of proof on their side.  

You'll remember, the acquisition of Shine Group Ltd involved the acquisition of Mr. Murdoch's daughter's production company for $675 million.  Sure, why not? Except there are public shareholders.  Oh, them... 

Now, the case has been settled (Settlement MOU).  Here's what the plaintiffs got:

1. a $139 million settlement payment (including attorney fees) 

2. Corporate governance and compliance enhancements as follows, including

•  
  • Creation of a Compliance Steering Committee for the corporation
  • The independent directors will approve the hiring of a Chief Compliance Officer for the corporation
  • Creation of an anonymous whistleblowing hotline
  • Annual public disclosure of direct political contributions made to candidates, parties, or PACs
  • Designation of a lead independent director
  • Reforms to board nomination process
  • Adoption of specific policies with respect to related party transactions [Really?  They didn't have that already!? I'm shocked.]
  • Board appointment of CEO, CFO, COO, and GC

I wonder which of these is going to hurt more?  The cash or the governance changes? One question and I suppose it's already been contemplated by the parties, do they have to disclose the cash equivalent value of FoxNews as a political contribution?  I guess not.

-bjmq

 

What a week

Gawd, what a week.  Wait, the week isn't over.  Today (Sat) is Friday for teaching purposes since yesterday was such a mess around here.  Hopefully, things will settle down into something like a normal routine next week.  

-bjmq

M&A Jargon App

Latham has converted its jargon glossary to an iPhone/iPad app.  There are actually multiple free apps - The Book of M&A Jargon, Global Merger Regimes (antitrust),  The Book of Global Restructuring Jargon.  Get 'em while they're hot!

-bjmq

Call for Papers for National Business Law Scholars Conference: Deadline Extended to May 31

We have received an enthusiastic response to the Call for Papers for the National Business Law Scholars Conference, scheduled for June 12-13, at The Ohio State University School of Law.  We will have additional openings for anyone who would like to make a presentation but has not yet responded.  Thus, we have extended the deadline to MAY 31st.  See the Call for Papers, reposted below with the extended deadline date, for details on how to submit:

National Business Law Scholars Conference: Call-for-Papers

The National Business Law Scholars Conference (NBLSC)  will be held on Wednesday, June 12th and Thursday, June 13th at The Ohio State University Michael E. Moritz College of Law in Columbus, Ohio.  This is the fourth annual meeting of the NBLSC, a conference which annually draws together dozens of legal scholars from across the United States and around the world.  We welcome all on-topic submissions and will attempt to provide the opportunity for everyone to actively participate.  Junior scholars and those considering entering the legal academy are especially encouraged to participate.

To submit a presentation, email Professor Eric C. Chaffee at echaffee1@udayton.edu with an abstract or paper by MAY 31, 2013.  Please title the email “NBLSC Submission – {Name}”.  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance”.  Please specify in your email whether you are willing to serve as a commentator or moderator.  A conference schedule will be circulated in late May.

Conference Organizers:

Barbara Black (University of Cincinnati)
Eric C. Chaffee (University of Dayton)
Steven M. Davidoff (The Ohio State University)

Call for Papers:

The AALS Section on Transactional Law and Skills is seeking paper proposals for its session at the 2014 Annual Meeting. 

The topic will be “Value Creation in the 21st Century,” and will feature a mini-symposium on Prof. Ron Gilson’s foundational article on value creation by business lawyers. 

Prof. Gilson has agreed to be one of the panelists.  We are looking for additional presenters pursuant to the call for papers, below:

Call For Papers

AALS Section on Transactional Law and Skills

Value Creation by Business Lawyers in the 21st Century

2014 AALS Annual Meeting

New York, NY

             In 1984, the Yale Law Journal published one of the foundational scholarly articles in the study of transactional law, Professor Ronald Gilson’s “Value Creation by Business Lawyers.”  In the years since its publication the article has fueled a robust debate on the role of business lawyers and the justification for the services they provide.  On the thirtieth anniversary of that influential article this program will re-examine Prof. Gilson’s thesis, evaluate the impact of the article, and discuss the prospects for business lawyers creating value in the 21st Century. 

             We are honored that Prof. Gilson has agreed to participate on the panel.  The other presenters will include invited participants, and authors of scholarly works selected from this call for papers.

             The Section on Transactional Law and Skills invites submissions of proposals for papers germane to the program description provided above.  We welcome any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper on this topic to submit a 1 or 2-page proposal to the Chair of the Section by June 7, 2013.  The Executive Committee will review all submissions and select proposals. 

             Please direct all submissions and questions to the Chair of the Section, Eric Gouvin at the address below:

Eric J. Gouvin

Professor of Law and Director,

Center for Innovation & Entrepreneurship

Western New England University School of Law

eric.gouvin@law.wne.edu        

(413) 796-2031

-AA