M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Saturday, December 24, 2011

Larry Ribstein, RIP

Via Larry Solum and the University of Illinois College of Law:

The University of Illinois College of Law community mourns the loss of Professor Larry E. Ribstein, the Mildred Van Voorhis Jones Chair, Associate Dean for Research, and Co-Director of the Illinois Business Law and Policy Program, who passed away on Saturday, December 24, in Fairfax, Virginia.

A member of the Illinois law faculty since 2002, Ribstein was a prodigious and pioneering scholar across a vast range of subjects, including partnerships and limited liability companies, corporate and securities law, choice of law, financial regulation, white-collar crime, legal ethics, and the legal profession. Among his over 170 publications, he was the author of The Rise of the Uncorporation (Oxford University Press, 2010), The Law Market(Oxford University Press, 2009) (with Erin A. O’Hara), The Sarbanes-Oxley Debate(American Enterprise Institute Press, 2006) (with Henry N. Butler), The Constitution and the Corporation (American Enterprise Institute Press, 1995) (with Butler), leading treatises (including Ribstein & Keatinge on Limited Liability Corporationsand Bromberg & Ribstein on Partnerships), and two casebooks (Business Associations (4th ed. 2003, Lexis/Nexis) (with Peter V. Letsou) and Unincorporated Business Entities (4th ed. 2009, Lexis/Nexis) (with Jeffrey M. Lipshaw)). His latest book, The Rise of the Uncorporation, which examines the emergence and significance of non-corporate forms of business organization, was recently described in the Michigan Law Review as a “fascinating” study that “takes the traditional law and economics story of the corporation and turns it on its head.” A prominent commentator on law and business, Ribstein was the founder of Ideoblog (www.ideoblog.org) and the leading contributor to Truth on the Market (www.truthonthemarket.com), which was recently ranked by the ABA Journal as one of the 100 top law blogs.

Professor Ribstein taught a variety of courses at the College of Law, including business organizations, unincorporated business entities, and market regulation. He also taught an innovative colloquium on corporate law that brought together students and leading scholars to discuss current issues in the field.

“Larry was a scholar of incandescent intellect, breathtaking range, and unflagging energy,” said Dean Bruce Smith. “He cared passionately about his students and about transforming legal education to meet the challenges of the twenty-first century. He invested selflessly in the professional development of junior faculty members – whether at Illinois or at other institutions. He cared deeply about the College of Law and contributed incalculably to it through his ideas, his engagement, and his counsel. And he cherished his family with a love that was boundless. Larry was a towering figure and an incomparable person, and he will be dearly missed.”

After earning his B.A. from The Johns Hopkins University and his J.D. from the University of Chicago Law School, Ribstein practiced for three years as an associate at McDermott, Will & Emery in Chicago. He began his teaching career at Mercer University Law School (1975-87), later serving on the faculty at George Mason University School of Law (1987-2002), including as George Mason University Foundation Professor of Law (1993-2002). He also held visiting professorships at New York University Law School, the University of Texas School of Law, Washington University School of Law, and St. Louis University School of Law. He served the legal-academic community in a variety of capacities, including on the Executive Committee of the American Association of Law Schools (AALS) Section on Securities Regulation, as chair of the AALS Section on Agency, Partnership and LLCs, and as editor and co-editor of The Supreme Court Economic Review.


December 24, 2011 | Permalink | Comments (0) | TrackBack (0)

Wednesday, December 21, 2011

Yahoo sale in the offing

Yahoo? Boohoo is more like it. From Forbes:

The New York Times is reporting that Yahoo tomorrow will consider a proposal to sell its stakes in Yahoo Japan and Alibaba Group, in a transaction that would be worth approximately $17 billion. But here's the thing: Yahoo's entire market cap is just over $18 billion.

So, Yahoo's non-Asian assets are only worth $1 billion. Goodness, how the mighty have fallen, even Groupon has a market cap larger than $10 billion...


December 21, 2011 in Asia | Permalink | Comments (0) | TrackBack (0)

Tuesday, December 20, 2011

T-Mobile wants to get paid

So the termination of the AT&T/T-Mobile deal was no surprise.  And on cue, here's T-Mobile's "pay me" letter agreement which terminates the merger agreement and stipulates that AT&T will make payment on the reverse termination fee within three days. In relevant part: 

... (i) AT&T, or one of its Affiliates, shall (A) within three Business Days following the date of this letter agreement, pay to DT the cash amount set forth on Annex E of the Purchase Agreement by wire transfer of immediately available funds and (B) deliver to the Company, or as otherwise directed by DT, the assets set forth on Annex E of the Purchase Agreement in accordance with the obligations under Section 7.5(b) of the Purchase Agreement (which shall continue in effect as to such matters notwithstanding the termination of the Purchase Agreement), and (ii) pursuant to Section 2(a) of the Roaming Agreement and in full satisfaction of AT&T’s obligations under Section 7.5(b) of the Purchase Agreement with respect to the roaming agreement referenced therein, all of the sections of the Roaming Agreement that were not effective as of the execution date of the Roaming Agreement shall come into full force and effect on the date hereof and shall be implemented as set forth in the Roaming Agreement or as the parties thereto otherwise shall agree.  Upon and after the payment of such cash amount, so long as AT&T is in good faith attempting to comply with its obligations under Section 7.5(b) of the Purchase Agreement with respect to the transfer(s) of the assets set forth on Annex E of the Purchase Agreement, the sole and exclusive remedy of DT and its Subsidiaries and their respective officers, directors and Affiliates against AT&T and its Subsidiaries and their respective officers, directors and Affiliates for any Damages resulting from, arising out of, or incurred in connection with, the Purchase Agreement (including termination thereof) or any transactions ancillary thereto shall be as set forth in Section 7.5(c) of the Purchase Agreement.

Shouldn't be hard for AT&T to come up with $3 billion in cash. After all, they re-upped their $5 billion revolving credit facility just yesterday. Maybe in anticipation of having to cut a big check?  (h/t footnoted.com)

Grading exams and all sorts of end of year activities, so posting will be light.  Happy Holidays!


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