M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, January 27, 2012

Changes in the shareholder litigation landscape

Boris Feldman at Wilson Sonsini points out in a short paper that the bipolar world of shareholder litigation with familiar players and strategies has changed beneth our feet:

Those patterns have been disrupted and perhaps discarded in recent years. The reason should not be surprising: the bipolar world of shareholder litigation is no more. For many years, the dominant plaintiffs’ securities law firm was Milberg Weiss. After it split into East and West coast firms, they nevertheless together remained the 800-pound gorilla of the shareholder litigation jungle. A few other firms earned a seat at the table and became powers in their own right. But the fundamental patterns of behavior continued. A defense lawyer could predict, with some confidence, the likely response to this or that tactical move. Moreover, the dominant plaintiffs’ firms exercised some discipline on their side of the curtain; they had substantial influence over small firms and parvenus

All that?  Gone.  Feldman points out some trends, some of which we have previously noted here at landmarks in this new period.  They include: 1. Venue wars and multi-forum litigation problems. That was the subject of a recent paper of mine; 2. Demand letters in advance of shareholder litigation; 3. Ubiquitous derivative suits; 4. Automatic merger suits - Steven Davidoff's recent paper observes that in recent years in excess of 80% of mergers are accompanied by shareholder litigation; and finally, 5. Section 220 books & records actions are now more common, probably because judges have been pushing litigants to go that route.


January 27, 2012 | Permalink | Comments (0) | TrackBack (0)

Thursday, January 26, 2012

Will M&A Heat Up in 2012?

Practical Law Company held a nicely done webinar today reviewing the major Public M&A trends in 2011. As most M&A experts know, deal activity was down the second half of 2011. Nevertheless, experts appear hopeful that there will be some deal growth in 2012.  Cleary Gottlieb's recently released advisory for board members spends a lot of time focusing on M&A risks and opportunities.  It predicts that "There is reason to expect growth in deal activity in 2012, despite current market and economic challenges. Prospective acquirers have substantial cash resources and reasonable or even strong stock prices, banks are willing to lend for at least some acquisitions, private equity firms have significant unused investor commitments, and hedge funds are actively seeking positive results." Cleary's memo is definitely worth a read and a useful overview of risks that board members may face in the M&A realm. Other sources have also predicted an uptick in deal activity in 2012, see here and here. We will wait and see...

HT: TCB Governance Center Blog

- AA

January 26, 2012 in Current Events, Deals | Permalink | Comments (0) | TrackBack (0)

Wednesday, January 25, 2012

Call for Papers: National Business Law Scholars Conference

From the conference organizers: 

The National Business Law Scholars Conference (NBLSC), formerly known as the Midwest Corporate Legal Scholars Conference, will be held on Wednesday, June 27th and Thursday, June 28th at University of Cincinnati College of Law in Cincinnati, Ohio.  This is the third annual meeting of the NBLSC, which has been renamed this year to reflect its national scope and the widely varied interests of its participants.  We welcome all on-topic submissions and will attempt to provide the opportunity for everyone to actively participate.  We will also attempt to assign a commentator for each paper presented.  Junior scholars are especially encouraged participate, and we will hold a special “how-to” panel for prospective business law scholars discussing the job market and transitioning into the legal academy.

To submit a presentation, email Professor Eric C. Chaffee at echaffee1@udayton.edu with an abstract or paper by April 15, 2012.  Please title the email “NBLSC Submission – {Name}”.  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance”.  Please specify in your email whether you are willing to serve as a commentator or moderator.  A conference schedule will be circulated in early June.

Conference Organizers:

Barbara Black (University of Cincinnati)
Eric C. Chaffee (University of Dayton)
Steven M. Davidoff (The Ohio State University)


January 25, 2012 | Permalink | Comments (0) | TrackBack (0)

Tuesday, January 24, 2012

Call for Papers: Section on Law and South Asian Studies

The Section on Law and South Asian Studies has issued the following call for papers on Legal Education and Legal Reform in South Asia for the AALS' 2013 Annual Meeting in New Orleans:

The Section on Law and South Asian Studies of the AALS seeks outstanding proposals relating to the topic of of legal education as a vehicle for legal reform in South Asia. The selected proposals will be the basis for presentations at the AALS Annual Meeting to be held in New Orleans in early January, 2013. Topics relating to any country within South Asia, including Afghanistan, Bangladesh, Bhutan,  Burma, India, Nepal, Pakistan, Sri Lanka, will be appropriate. Possible topics include: curricular reform; regional and comparative legal education reforms; the training of lawyers and judges as actors for social and legal change; the conservative pull of legal education; evolution of clinical legal education; the role of externships in institutional reform; the role of US law school programs in legal change. Please send a 500-1000 word proposal to the chair of the Section, Shubha Ghosh, at ghosh7@wisc.edu by February 24, 2012.

While this is not necessarily a transactional program, there are a number of readers of this blog that are interested in legal reform and transactional law in South Asia.  Some reforms, such as India's recently proposed (and now stalled) Companies Bill 2011, touch upon important issues related to M&A transactions. It would be interesting to have a better understanding of whether legal education and the training of lawyers and regulators has had any impact on these law reform efforts.


January 24, 2012 in Asia, Conference Announcements | Permalink | Comments (0) | TrackBack (0)

Antitrust turnover

I suppose the DOJ's new more active approach is more taxing on its chief.  That might be why, as the division's head according to various news reports, the DOJ's Antitrust Division is looking forward to new leadership as Sharis Pozen prepares to leave her position . 


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