M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, April 26, 2012

Daines on merger related litigation

Rob Daines at Stanford has recently written a study of merger related litigation.  Consistent with what others have observed, there's a lot of it:

“It’s one of the three inevitables: death, taxes and deal litigation,” said Robert Daines, a professor of business and law at Stanford Law School and a co-author of the report. “From a public policy perspective, it’s plausible to think there are problems with deals, but it’s really hard to believe there are problems with 100% of the deals.”

The Cornerstone report reveals how lawyers have made up for tighter restrictions on securities class actions — most such cases are now funneled into federal courts, where there are tougher pleading rules — by filing more merger suits in state courts.

And the results aren't necessarily good for shareholders:

In most cases, however, the lawyers negotiate minor changes in the Securities and Exchange Commission filings associated with the deal, or deal modifications such as eliminating so-called “no shop” agreements that restrict the selling company’s ability to seek a higher bid. The problem with these arrangements is they can paper over an otherwise collusive agreement between management and plaintiff lawyers to pay a fee for the litigation to go away.

Cornerstone found that only 5% of the 202 settlements reported in 2010 and 2011 involved cash payments to shareholders, down from 52% of settlements in a study of Delaware lawsuits in 1999 and 2000. 


April 26, 2012 | Permalink | Comments (2) | TrackBack (0)

Tuesday, April 24, 2012

Pozen reviews her tenure at DOJ-Antitrust

As Acting Assistant Attorney General for the Antitrust Division Sharis Pozen prepares to move on, she took some time this week to review the last three and half years at the DOJ's Antitrust Division.  You're all aware that under the current administration, antitrust enforcement and pre-merger reviews are back.  In this speech to an audience at Brookings, Pozen reflects on candidate Obama's committment to “to reinvigorate antitrust enforcement."


April 24, 2012 in Antitrust | Permalink | Comments (0) | TrackBack (0)

Monday, April 23, 2012

NACD & BlackRock Call for Papers in Corporate Governance

A call for papers

To encourage thought leadership, develop the next generation of corporate leaders, and apply the latest in academic theory to business practice, BlackRock, in association with the National Association of Corporate Directors (NACD), invites students (graduate and undergraduate) and Ph.D. researchers and faculty to submit original papers* regarding the relationship between investors and public companies in the areas of corporate governance and responsible investment.

Important dates:

  •     Abstract submission due June 1, 2012, via e-mail tocorporategovernance@blackrock.com
    •   Requirements: 500-word maximum, include a title, author’s name, contact information, category (undergraduate, graduate or post graduate), and academic affiliation.
    • The evaluation committee will select the most promising abstracts and notify the authors by July 1, 2012, that they are being requested to submit a full paper.
  • Paper and revised abstract submission by notified authors due September 30, 2012.
    • The evaluation committee will recommend winners to the academic advisory council for final review, followed by notifications to the submitters in December 2012.

Incentive: Straight cash money.

  • Undergraduate submission: $3,000
  • Graduate student submission: $4,000
  • Ph.D. researcher and faculty submission: $5,000


April 23, 2012 | Permalink | Comments (0) | TrackBack (0)