February 17, 2012
TransUnion to be sold by Pritzkers
TransUnion, of Smith v Van Gorkom fame, is to be sold by the Pritzker family and Madison Dearborn Partners to Advent International and Goldman Sachs for $3 billion. This sale will mark the exit of the Pritzker's from TransUnion.
Somewhere ... a corporate law geek just shed a tear.
Merger lawsuit update
Bloomberg has a very good piece on the current state of transaction related litigation. It ends with this gem from Prof. John Coffee:
“If you pay the class counsel a fee in any case, it’s like putting a saucer of milk for a kitten at your back door,” Coffee explained. “Overnight you’ll have 20 cats.”
Coffee's biases are pretty clear. No, seriously it's a good piece, balanced about an issue where there is really no clear right or wrong answer. It also has a quote of Vice Chancellor Laster making a point in Del Monte that I made a couple of years ago in my Bulletproof paper on deal protections, so I like that.
The piece also provides some additional useful information on settlement activity over the past year or so (below).
Transactional Lawyering Meet
So the third annual Transactional Lawyering Meet sponsored by Prof. Karl Okamoto and the folks at Drexel is underway. This time, it's bigger and better than ever. Demand for the meet was so high that it has been organized into preliminary regional rounds to be followed by a national competition. I'm here at the Western New England University School of Law in Springfield, MA for the regional round with a group of students from BC Law. It looks like it's going to be a great day for the event. Eric Gouvin and the folks here at WNEC have done a great job organizing this round. Best of luck to all participants.
February 16, 2012
In Tokyo, police and prosecutors have arrested seven former executives of Olympus, including ex-President Tsuyoshi Kikukawa, in connection with the M&A related accounting fraud that went there for over decade. You'll remember that former CEO Micheal Woodford blew the lid off the fraud when he started asking questions about large merger-related advisory fees that were used to hide accounting losses.
February 14, 2012
Scalia ... out of touch
Justice Scalia demonstrated how out of touch he is with the current marketplace when he recently lectured law students to do what he did coming up:
On Monday, speaking to an audience of University of Chicago Law School students, Scalia returned to the theme. He told the students to think about practicing law in a way that “enables you to maintain a human existence… time for your family, your church or synagogue, community… boy scouts, little league,” according to the Chicago Sun-Times. Scalia also noted that he began his own law practice in Cleveland, Ohio (Jones, Day). “You should look for a place like that. I’m sure they’re still out there. Maybe you have to go to Cleveland.”
I don't think it's too out of school to note that Jones Day, like its peers, probably has a billing requirement for associates near 1,950 hours - even in Cleveland.
Former Vice Chancellor Stephen Lamb and his partners at Paul Weiss recently published a short article on the quasi-appraisal remedy. Although the quasi-appraisal began as a particular remedy in response to the facts in Weinberger, over time quasi-appraisal has been more widely applied. The article is worth a read to help think about how quasi-appraisal remedies fit into the current merger litigation landscape.