M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, April 21, 2011

Lawyer in Galleon web pleads guilty

Jason Goldfarb, a lawyer, who along with Arthur Cutillo, former Ropes & Gray associate, and Zvi Goffer occupied a far corner of the Galleon web, pleaded guilty this afternoon according to the AP.

Jason Goldfarb told a Manhattan federal court judge Thursday he made a "horrible mistake" by agreeing to accept money and arrange for secrets about mergers and acquisitions to be passed to a securities trader.

According to reporting in the WSJ

Mr. Goldfarb told the judge that Mr. Goffer, whom he called a friend, had approached him soon after he graduated from law school, around 2004, and asked him if he knew anyone doing corporate work. A few years later, Mr. Goldfarb said, he ran into his old college roommate, Mr. Cutillo, whose firm was merging with another firm and was doing more corporate work.

Mr. Goldfarb said he remembered what Mr. Goffer had said, and arranged a dinner with Messrs. Goffer and Cutillo. Mr. Goffer told them he was interested in any information "where he might be able to make some money," Mr. Goldfarb said. Later, Mr. Goldfarb said, he began getting together with Messrs. Cutillo and Santarlas and started relaying confidential information from them to Mr. Goffer.

The Times today had an op-ed on how people stumble into bad behavior

They overlook transgressions — bending a rule to help a colleague, overlooking information that might damage the reputation of a client — because it is in their interest to do so.

It's a bit of slippery slope, I suppose, but if Goldfarb's experience tells us anything, it's a quick trip down that slope once it starts.


April 21, 2011 | Permalink | Comments (0) | TrackBack (0)

Wednesday, April 20, 2011

Fairness opinions

Steven Davidoff, et al's chapter on Fairness Opinions in M&A is now appearing in THE ART OF CAPITAL RESTRUCTURING: CREATING SHAREHOLDER VALUE THROUGH MERGERS AND ACQUISITIONS.  If you're interested in fairness opinions, and let's be honest - who isn't?, then this an excellent place to start.

Abstract:  When evaluating a merger or acquisition proposal, boards frequently seek fairness opinions from their financial advisors. This fairness opinion ratifies the consideration being paid or received as "fair from a financial point of view" to shareholders. This chapter describes how a Delaware Supreme Court ruling and Delaware corporate law combined to institutionalize fairness opinions and how the form and content of a fairness opinion results from concerns over limiting the liability associated with delivering the opinion. It then surveys the limited finance literature that examines whether fairness opinions provide value to shareholders or serve the interests of the board and management at the expense of shareholders. It also highlights the difficulties associated with conducting such empirical tests because of the way fairness opinions are sought and provided. It concludes with some conjectures about the potential value of fairness opinions, and raises questions for future research.


April 20, 2011 | Permalink | Comments (0) | TrackBack (0)

Distracted nation

OK, so this is a post that is focused for profs.  You all are very familiar with this issue.  If you're like me, you also almost at a loss as to what to do.  Our students are all hopelessly distracted.   I'm in the "ban the laptop" crowd.  But, this year the smart phones have started to come out.  What to do, what to do...

One thing is for certain, multitasking is not conducive to education.  A couple of years ago there were two sides to this argument, but new research is making it more clear that multi-taskers are suckers for irrelevance.

If you're not distracted enough, here's the recent Frontline episode on this issue:

Watch the full episode. See more FRONTLINE.



Update:  In case you're too dsitracted to clink on the links, here's an excerpt from the interview with Stanford Professor Cliff Nass:

What did you expect when you started these experiments?

Each of the three researchers on this project thought that ... high multitaskers [would be] great at something, although each of us bet on a different thing.

I bet on filtering. I thought, those guys are going to be experts at getting rid of irrelevancy. My second colleague, Eyal Ophir, thought it was going to be the ability to switch from one task to another. And the third of us looked at a third task that we're not running today, which has to do with keeping memory neatly organized. So we each had our own bets, but we all bet high multitaskers were going to be stars at something.

And what did you find out?

We were absolutely shocked. We all lost our bets. It turns out multitaskers are terrible at every aspect of multitasking. They're terrible at ignoring irrelevant information; they're terrible at keeping information in their head nicely and neatly organized; and they're terrible at switching from one task to another.

So what do you make of that?

... We're troubled, because if you think about it, if on the one hand multitasking is growing not only across time, but in younger and younger kids we're observing high levels of multitasking, if that is causing them to be worse at these fundamental abilities -- I mean, think about it: Ignoring irrelevancy -- that seems pretty darn important. Keeping your memory in your head nicely and neatly organized -- that's got to be good. And being able to go from one thing to another? Boy, if you're bad at all of those, life looks pretty difficult.

And in fact, we're starting to see some higher-level effects [of multitasking]. For example, recent work we've done suggests we're worse at analytic reasoning, which of course is extremely valuable for school, for life, etc. So we're very troubled about, on the one hand, the growth, and on the other hand, the essential incompetence or failure. ...

One would think that if people were bad at multitasking, they would stop. However, when we talk with the multitaskers, they seem to think they're great at it and seem totally unfazed and totally able to do more and more and more. We worry about it, because as people become more and more multitaskers, as more and more people -- not just young kids, which we're seeing a great deal of, but even in the workplace, people being forced to multitask, we worry that it may be creating people who are unable to think well and clearly.

... Are there certain kinds of thought that suffer more than others?

It's a great question. The answer is yes. So we know, for example, that people's ability to ignore irrelevancy -- multitaskers love irrelevancy. They get distracted constantly. Multitaskers are very disorganized in keeping their memory going so that we think of them as filing cabinets in the brain where papers are flying everywhere and disorganized, much like my office.

And then we have them being worse at switching from one task to another. ... It's very troubling. And we have not yet found something that they're definitely better at than people who don't multitask.

April 20, 2011 | Permalink | Comments (0) | TrackBack (0)

Tuesday, April 19, 2011


This seems about right:

From Nixon Peabody's annual M&A Executive Insights poll.


April 19, 2011 | Permalink | Comments (0) | TrackBack (0)