M & A Law Prof Blog

Business Law Prof Wanted - Seattle University

Seattle University School of Law seeks to hire tenure-track or tenured faculty members to begin in the 2010-11 academic year in the areas of trusts & estates/estate planning (elder law a plus), corporate law/securities, and taxation. The school is interested in both entry level and lateral candidates.

JOB DESCRIPTION/QUALIFICATIONS:

Applicants must have the record or the promise of both teaching excellence and high scholarly achievement. The largest and most diverse law school in the Northwest, Seattle University School of Law stands on the twin pillars of academic excellence and education for justice in fulfilling its mission of educating outstanding lawyers who are leaders for a just and humane world.

APPLICATION PROCEDURE:

For further information, contact:

CONTACT:          

Professor Mark Chinen
Chair 
Faculty Appointments Committee 
Seattle University School of Law
901 12th Ave, Box 222000
Seattle, WA 98122

Business Law Prof Wanted - University of Colorado

The University of Colorado Law School at Boulder is accepting applications and 
nominations to fill two endowed professorships.
JOB DESCRIPTIONS:
The first is in the area of business law, including business
associations, securities law, corporate finance, entrepreneurial law, tax, and
commercial law. The second is in the area of experiential earning, with a focus
on scholars with an interest and background in bringing experiential education
to the classroom, whether through clinical education, trial advocacy, the
teaching of evidence, alternative dispute resolution, or transactional law.
Both are to begin August 2010.
JOB QUALIFICATIONS:
Applicants should hold a law or equivalent advanced degree with
a strong academic record, and high scholarly achievement and demonstrated
teaching skills.
APPLICATION PROCEDURE:
Colorado Law is committed to diversity and equality in education 
and employment. Application materials will be considered as they are received
until the positions are filled.
Contact by mail or air courier:
CONTACT:  Professor Scott Peppet
		University of Colorado Law School
		Campus Box 401
		Boulder, CO 80309-0401
Email:    	scott.peppet@colorado.edu

Laster Nomination Goes to Senate

The Delaware Senate will meet on September 22 to vote to approve the nomination of J. Travis Laster to take up the Vice Chancellor's position vacated following the retirement of Vice Chancellor Lamb.

-bjmq

Business Law Prof Wanted - University of Arizona

The University of Arizona James E. Rogers College of Law anticipates hiring several new lateral and entry-level faculty members over the coming year. Our goal is to find outstanding scholars and teachers who can bring new perspectives to extend the existing strengths of the law school and the University of Arizona.  

JOB QUALIFICATIONS:

We are interested in all persons of high academic achievement and promise, and wish to enhance the diversity of our faculty by including among our candidates persons of all races, cultural backgrounds, genders, creeds, ages, as well as members of other groups that traditionally have been underrepresented in the legal profession. We will consider applicants in a wide variety of subject areas, but we are particularly interested in hiring people with established interests and experience in tort law, commercial law, corporations/securities regulation, and patent law (including law and science). Appointment and rank will be commensurate with qualifications and experience.

APPLICATION PROCEDURE:

Candidates should send resumes, descriptions of areas of interest, and representative works, to:

CONTACT: Professor Marc Miller
               Chair, Appointments Committee
               The University of Arizona
               James E. Roger College of Law
               1201 E. Speedway Blvd.
               Tucson, AZ 85721

Email:       marc.miller@law.arizona.edu

Cubs Sold

It’s not news to anyone who loves sports that Sam Zell’s Tribune Co. has been in negotiations to sell the Cubs to the Rickett family since 2007.    Given the obvious White Sox-bias of the current administration in DC there wasn’t much hope that Zell was going to get any bailout money to sweeten the pot, so in the end, he did the deal with the Rickettsfor $845 million.  The deal includes Wrigley Stadium as well as 25% of the local Comcast sports network.

Acquisitions of sports teams are interesting for a couple of reasons.  First, all of the transactions involve change in control conditions with real bite.  The league – i.e. other owners – has to approve any transfer of control of a franchise.  This makes any sale a clubby affair.  If the other owners are unhappy with the identity of the purchaser or if the terms of the sale somehow set a precedent that causes fellow owners to hesitate, the deal can die.  So negotiations with the seller often have to involve the league and other owners very early on. 

Second, all these transactions involve ball parks in one way or another.  Ball parks are large “specific assets.”  Specific assets are assets that have value when used in one way, but then lose all their value if they are put to another use.   Every try to hold an academic conference in a baseball stadium?  Right, it’s not going to happen.  You can’t even play soccer in a baseball stadium.  A baseball stadium, particularly a big one like Wrigley has only one economic use and that’s as a baseball stadium for the Cubs.  Separating ownership of the stadium from the team is hard to do.  In fact, when it happens more often than not ownership passes to a public entity.  Here's a paper by Mildner and Strathman with some data on stadium ownership in baseball and the NBA over the past few decades.

The specificity of the assets involved in sports transactions makes this kind of deal a perfect one for a Deals class.  (I’ll write more about Deals classes next week after the semester starts.)

-bjmq

Travis Laster Nominated to Delaware Chancery Court

Governor Markell's nominating statement follows below:

Markell Announces He Will Nominate J. Travis Laster To Serve On The Court of Chancery Wilmington Lawyer Spent His Career Litigating High-Stakes Disputes Before the Court WILMINGTON – Governor Jack Markell announced Tuesday that he will nominate J. Travis Laster, a Wilmington attorney, to serve as Vice Chancellor on Delaware’s Court of Chancery. “Travis Laster has spent his career litigating in front of the Court of Chancery, and has developed an outstanding reputation for his intelligence and integrity,” said Markell.  “If confirmed, I think he will be a great addition to a court known for its professionalism, its hard work, and its leadership in matters of corporate law.”  Laster, a graduate of Princeton University and the University of Virginia Law School, currently practices with Abrams & Laster, a law firm he helped create in 2005.  Before founding Abrams & Laster, Laster practiced with Richards, Layton & Finger.  Laster will be nominated to fill the Vice Chancellor seat vacated by the Honorable Stephen P. Lamb upon his retirement.    “I am honored to be nominated by Governor Markell,” Laster said.  “I have profound respect for the Court of Chancery and for the many jurists who have given that court its national reputation for excellence.  If confirmed, I hope to contribute to the court’s tradition.”

Update:  Hamermesh calls the nomination of Travis Laster "a true merit choice."

9/22/09 Update:  Laster confirmed.

It's Alive - Update from the Hummer Deal

OK, so I thought this deal would never really happen.  I thought maybe that the Chinese government would have the good sense to look at some of the recent offshore acquisitions by Chinese companies and decide that wasting foreign exchange on bad deals is perhaps not the best way to reduce their excess of  foreign reserves.  Well, I'm man enough so it looks like some form of this deal will actually happen.  Now, it's at a reduced price - $170 million.  But, Tengzhong Heavy has hired the former president of international business of the Chinese car manufacturer Chery.  Chery signed a deal with Chrysler in 2007 to export low cost cars to the US, so this guy has real car experience.  He'll open and then run a sales division in Shanghai.  A sales division?  I guess that's like a big dealership.

Anyway, rumors in the Chinese press are that this deal may close as early as September.  

-bjmq

Chancery Court Shortlist

Here's the shortlist for the vacant Chancery Court position as reported by WBOC in Delaware:

1. Mary Johnston, a Superior Court judge since 2003 and previously the chief disciplinary counsel for the Delaware Supreme Court and a partner at Morris James.

2. Richard Forsten, a partner at Saul Ewing and counsel to the Delaware Republican Party.

3. Travis Laster, a partner at Abrams & Laster with a practice in corporate law.

-bjmq

Recent Developments In Private Equity Deals

Courtesy of Hughes Hubbard

MAW

Business Law Prof Wanted - Penn State

Penn State Law invites applications for tenured and tenure-track faculty positions. We seek distinguished scholars and entry-level candidates of exceptional promise in all fields, especially civil procedure, contracts, torts, commercial law, corporate law and finance, property, intellectual property, health law and criminal law. 

To learn more about the University's $130 million capital investment in new law school facilities and its multi-million dollar investment in new faculty and programs for the law school, please visit:

http://www.law.psu.edu

APPLICATION PROCEDURE:

Penn State University is committed to affirmative action,equal opportunity, and the diversity of its workforce. 

CONTACT:       

       Professor Catherine Rogers, Chair Appointments Committee
               Penn State University
               The Dickinson School of Law
               Lewis Katz Building
               University Park, PA 16802

              or   

  Email:      appointments@law.psu.edu

BAC's Problems Not Over, Yet

“You filed a rather uninformative, bare-bones complaint.”  With that Federal Judge jed Rckoff refused to approve the settlement agreement reached between the SEC and BAC over disclosure problems related to bonuses paid to ML executives just prior to closing the merger.  Now it gets serious.  

-bjmq

Proskauer on Pay to Play

On August 3, 2009, the SEC proposed for comment a new rule under the Investment Advisers Act designed to address alleged “pay to play” practices by investment advisers when seeking to manage assets of government entities.

 

 

If adopted in its current form, the new Rule would prohibit investment advisers from

 

 

• providing advisory services to a government entity for compensation for two years after the adviser or certain of its associates make a contribution to a government official who can influence the entity’s selection of investment advisers.

• making any payment to a third party to solicit investment advisory business from a government entity.

The proposed Rule will affect virtually all private investment fund managers.  It takes aim at alleged “pay to play” abuses in New York and New Mexico and is intended to address policy concerns that such payments (i) can harm government pension plan beneficiaries who may receive inferior services for higher fees and (ii) can create an uneven playing field for advisers that cannot or will not make the same payments.

 

 

Proskauer has the full story here.

 

MAW

take a break.

back soon.

I'll be traveling in Asia for the next couple of weeks and posting only sporadically.   In the meantime, here's some in-flight entertainment.

-bjmq

BAC Settles with SEC Over Merrill Bonuses

Bank of America settled with the SEC over charges that it had made inadequate disclosures to its shareholders in connection with its acquisition of Merrill Lynch. The SEC charged that BAC misled investors about billions of dollars in bonuses that were paid to Merrill Lynch executives just prior to the closing of the acquisition. In proxy materials, BAC stated that Merrill had agreed that it would not pay year-end bonuses to its executives prior to the closing of the merger without Bank of America's consent. It turns out that BAC had already contractually authorized Merrill to pay up to $5.8 billion in discretionary bonuses to Merrill executives for 2008. BAC agreed to settle the SEC's charges and pay a penalty of $33 million. The SEC's complaint is here.

-bjmq

China's Premerger Review Statistics

On July 21, 2009, the Antimonopoly Bureau of China's Ministry of Commerce (MOFCOM) released statistics on their premerger approval work.   The Gerson Lerhman Group has an English language summary with links to the Chinese report is available here.  

Since August 2008 when China's Antimonopoly Law (AML) took effect and through the end of 2009, MOCFOM received 58 merger filings, among them the review of 46 cases had been completed. MOFCOM approved 43 cases without conditions, approved 2 cases with conditions, and rejected 1 case. Pursuant to Article 30 of the AML, MOFCOM had published earlier its decisions on the three cases that were either rejected or approved with conditions. These decisions provide a peek into MOFCOM's thinking in reviewing mergers and acquisitions that might cause anticompetitive concerns in China.

While we're on the topic of China's AML, here's a recent article in China Law Vision on the extraterritoriality of China's AML.  The author suggests that the AML would not reach the Rio Tinto - BHP Biliton transaction.

-bjmq

Help Wanted - Business Law Prof (Great White North Edition)

UNIVERSITY OF SASKATCHEWAN
College of Law
Tenure Track Faculty Positions

The College of Law at the University of Saskatchewan seeks candidates for up to three tenure-track positions beginning 1 July 2010. We anticipate that these appointments will be at the rank of Assistant or Associate Professor. Applications will be considered beginning September 2009.    

JOB DESCRIPTION/QUALIFICATIONS:

The College is particularly interested in candidates with an interest and expertise in Property Law, Business Law or Taxation Law.

Candidates will have completed, or be in the process of completing, a Master's or Doctoral degree in law or equivalent graduate qualification, and have demonstrated promise in legal scholarship. All qualified candidates are encouraged to apply, but Canadians and permanent residents will be given priority.

ABOUT THE COLLEGE:

The College of Law has recently undergone a period of renewal and expansion. Its full-time faculty complement is 29, and two endowed visiting chairs bring distinguished scholars from around the world. In addition, the College is affiliated with the Native Law Centre, and offers an LL.M. degree which attracts promising young researchers. Each year, the College actively pursues internationally recognized scholars to present seminars on a wide array of   issues, and hosts at least one international conference.      

More information on the College and on its strategic direction for the coming years can be found at:

Web:           http://www.usask.ca/law
or  
CONTACT:    Dean Brent Cotter
Email:         brent.cotter@usask.ca

APPLICATION PROCEDURE:

 A letter of application, curriculum vitae, sample of academic writing, academic transcripts and letters from three academic referees, should be sent to:   

CONTACT:     Dean W. Brent Cotter
                   Q.C., College of Law
   15 Campus Drive
           Saskatoon, Saskatchewan S7N 5A6

Tel:            (306) 966-5910
Fax:           (306) 966-5900

The University of Saskatchewan is committed to Employment Equity. Members of Designated Groups (women, aboriginal people, people with disabilities and visible minorities) are encouraged to self-identify on their applications.    Self-identification forms are available from Human Resources Division or at:

    http://adminsrv.usask.ca/hrdivision/employment/EMPAPP6.doc

 

Vice Chancellor Lamb and his replacement

A found farewell to Vice Chancellor Lamb and then some scuttlebutt on a potential replacement in the Delaware papers: 

Those who confirmed they applied for the post are: Delaware Superior Court Judge Mary Miller Johnston; J. Travis Laster, a partner with Abrams & Laster in Wilmington; Joel Friedlander, a partner with Bouchard Margules & Friedlander in Wilmington; and Bruce Silverstein, a partner with Young Conaway Stargatt & Taylor in Wilmington. Richard Forsten, who is a partner with Saul Ewing in Wilmington, declined to comment on speculation that he applied. Robert Saunders, a partner at Skadden, Arps, Slate, Meagher & Flom in Wilmington, whose name had been suggested earlier this month, said he did not apply.

The paper says to expect things to move on a nomination by mid-August.

-bjmq