February 24, 2011
Bebchuk on Airgas
Don't like the Airgas decision? Maybe you're with Chancellor Chandler in thinking that Interco wasn't all that bad - that fully-informed stockholders should have the right to decide whether or not to accept an offer. That's not the present law. But argues Prof. Bebchuk argues in today's WSJ one is not totally without recourse. The proper response to the Airgas decision is simply to ramp up what is already happening - more declassfication of corporate boards. The pill's power comes from its combination with the staggered board. Take away the staggered board and acquirers will be able to engage in proxy contests that can be resolved in one election cycle.
February 23, 2011
Joseph H. Flom, RIP
Joseph H. Flom, M&A Pioneer and Philanthropist, Dies at 87
NEW YORK – February 23, 2011 – Skadden, Arps, Slate, Meagher & Flom LLP announced today with profound sadness that Joseph H. Flom passed away this morning. He was 87 years old.
Mr. Flom joined Skadden, Arps as the firm's first associate in 1948. Over the course of a singularly distinguished law career, he fundamentally transformed the practice of corporate law, while guiding Skadden from a four-lawyer firm to a global law firm with 2,000 attorneys and scores of practice areas.
"It is an understatement to say Joe was an individual without equal. He was a most trusted adviser, beloved and respected partner and mentor, faithful friend and formidable adversary," said Skadden, Arps Executive Partner Eric J. Friedman. "Joe led significant change in the practice of corporate law during a storied career, and he was among the first to drive mergers and acquisitions to the top of corporate agendas. With a steady hand and clear vision, he guided the firm's development, never wavering from his principles of unparalleled legal advice, loyalty to his colleagues and peers, and social responsibility."
Robert C. Sheehan, Skadden's executive partner from 1994 to 2009, said, "Joe was an original. The architect of the modern day M&A law practice, he was the consummate deal attorney – smart, strategic, tireless. He and Skadden, Arps were at the forefront when other major law firms began to recognize that the transactional work he pioneered was indispensable to corporate clients seeking growth, diversification and new markets. Joe was simply the best of the best."
One of the world's most highly lauded attorneys during a career spanning more than six decades, he was named one of the "lawyers of the century" by The American Lawyer in 1999. The publication cited Mr. Flom's leading role in "many of the biggest proxy fights of the seventies and eighties. At the same time, he had a vision for his law firm that turned Skadden … an upstart even in the 1960s – into the largest legal business in the world.
In 2004, he received lifetime achievement awards from Chambers and Partners and The American Lawyer magazine.
Mr. Flom was a dedicated humanitarian, supporting education and equal opportunity in the legal profession, and likely would have wanted to be remembered most for his philanthropic work. He was particularly gratified by the enduring work of the Skadden Fellowship Foundation, of which he was the founding trustee. The Foundation awards more than 25 fellowships annually to graduating law students and outgoing judicial clerks to support their public interest endeavors. Over the course of each two-year fellowship, the participants create and pursue their own projects at public interest organizations. The 2011 Class of Fellows brings to 620 the number of academically outstanding young attorneys the Foundation has funded to work full-time for pro bono organizations.
In April 2008, Mr. Flom led the firm's development of the Skadden, Arps, Slate, Meagher & Flom Honors Program in Legal Studies at City College of New York, an initiative designed to increase diversity in the legal profession.
In 1998, Harvard Law School established the Joseph Flom Professor of Law and Business, endowed by Skadden and its partners.
Mr. Flom, along with his first wife, Claire, who predeceased him in 2007, supported the Gateway School in New York – founded by Claire – for children with learning disabilities. They also supported cancer research at the Mount Sinai-NYU Medical Center Health System, among other institutions and causes.
More recently, he and his wife Judi provided significant financial support for the widely praised "Play Me, I'm Yours" public installation of 60 pianos in all five boroughs of New York City for several weeks last summer.
Born on December 21, 1923, in Baltimore and raised in Brooklyn, Mr. Flom attended Townsend Harris High School and City College of New York. After serving in the U. S. Army, he attended Harvard Law School on the G.I. Bill, graduating in 1948. At Harvard, he was an editor of the Harvard Law Review. He served on numerous corporate boards and was a trustee of the Carroll and Milton Petrie Foundation.
Mr. Flom is survived by his wife Judi, sons Jason and Peter, and daughter Nancy Laing, as well as six grandchildren and two great grandchildren.
The family is holding a private remembrance.
In lieu of flowers, contributions may be made to the Skadden Fellowship Foundation for the support of new projects undertaken by former Skadden Fellows. The address is: Skadden Fellowship Foundation, Four Times Square, Room 29/218, New York, N.Y. 10036.
For additional information on Joe Flom, please click here.
February 22, 2011
Once more into the MAC breach!
Once more unto the MAC breach, dear friends, once more;
Or close the wall up with our dead deals. With apologies to Shakespeare.
So Frontier and Holly have - nearly seven years later decided to try again - announcing a merger of equals today. The last time these two tried a merger, they ended up in court with Holly calling MAC, I mean MAE, and Frontier arguing that Holly had repudiated the deal. ( Download Frontier v Holly) As a result of that case, Delaware adopted the MAC standard in IBP v Tyson (a case heard in Delaware, but involving NY law). Here's hoping that things go better this time around.
February 21, 2011
More on Genzyme's CVR
For those of you looking for an example of a publicly traded contingent value right agreement, you can download the Genzyme/Sanofi CVR here. Some may think that publicly traded CVRs are going to the be the wave of the future. Me? I don't buy that.