Monday, April 2, 2012
Since the El Paso opinion, the Chancery Court and Chancellor Leo Strine, in particular, have been receiving much more mainstream attention than is usual. Here's a profile of Chancellor Strine by Canadian CTV. They also picked up on Strine's manner. Referring to his recent bench ruling to dismiss all but two directors of Barnes & Noble, they write:
[Chancellor] Strine quickly waves off evidence against four of the directors, but zeroes in on two who have benefited from new business or bonuses from Mr. Reggio (sic). When the lawyer for one director, Lawrence Zilavy, protests his client did not know Mr. Reggio (sic) would bless him with a $1-million bonus after the merger, the horseshoe bald judge registers his disbelief with a tart, withering comment.
“Strine may have lost his hair, but it wasn’t from falling off the vegetable truck,” he says.
Vegetables, turnips, whatever.
Emory University School of Law has announced that it will host its third biennial conference on the teaching of transactional law and skills on Friday and Saturday, November 2 and 3, 2012. A request for proposals will be distributed soon.
Six months ago the UK Takeover Panel implemented changes, including elimination of essentially all deal protection measures. So, what's the impact been? Have deals vanished because sellers and buyers have been unable to protect the deals they negotiate? According to Linklaters:
The current level of UK public M&A activity is low and it is therefore difficult to discern lasting trends. However, not surprisingly, practitioners and the Takeover Panel are navigating through the new Takeover Code rules and finding ways to do deals.
OK, so deal volume is low all around. So, what does one take from that? Probably not much. Of course, what's important to note is that complaints notwithstanding deals get done in the UK without the layers upon layers of deal protection devices that have become commonplace in US deals. Now, do we (US shareholders) get value from those extra layers of deal protections in negotiated deals? I think the best answer there is probably not, but that's an empirical question. We'll get an answer to that sooner rather than later.