Friday, November 11, 2011
... one reason the Delaware courts are in a better position than other courts to legislate or regulate, rather than just deciding incrementally, is that Delaware decisions are subject to extensive commentary from academic bloggers!
If you click through to the photo of Savitt's slide, you'll see the M&A Law Prof Blog banner on the lower left side.
Wednesday, November 9, 2011
Conrad Black thinks Leo Strine is "an opinionated, self-gratified hip-shooter." This from Black's new memoir, Strine as "radical" protector of shareholders:
And his lawyers from S&C were just naifs with respect to the courts in Delaware:
Do you think Lord Black is a fan of Hillbilly Handfishin? I don't. If all this isn't bad enough, Black disses Chancellor Strine in the memoir with his own (somewhat dated) cultural references.
O.J.?! Judge Ito?! That's going below the belt! I guess you can read it all here if you'd like.
Tuesday, November 8, 2011
This has been a weird story. It started rolling out about two weeks ago when the high flying CEO of Olympus, Michael Woodford was abruptly booted from the company after he questioned the $700 million in advisory fees to unknown parties in the Cayman Islands that appeared in conjunction with an aquisition. Woodford conducted an investigation and in the midst of it he was let go. Now, acquisition fees are normal, but relative size of the fees raised a red flag for Woodford - 35% of the acquisition price. If you're not generally paying attention to these things, 35% is huge. Anyway, Woodford got fired for calling BS and went public with what he knew about the odd payments.
Olympus Chairman Tsuyoshi Kikukawa then quit after defending the firing of Woodford. Last night though the dam broke. Olympus President Shuichi Takayama (President) admitted that Olympus has been using takeover advisory fees to cover losses for years. I guess they were a little surprised that Woodford created such a stink about it. I suppose they thought he would just go along. Here's a hint, if you are engaging in a huge accounting fraud, best not to bring in an outspoken outsider to run the show.
By the way, using a merger strategy to cover up for an accounting fraud isn't all that new or unique. Anyone remember Worldcom?