Eric Talley

ABA asking why M&A is still a man’s world

Eric Talley quoted in Bloomberg Business, March 1, 2015

Most law schools matriculate roughly even numbers of men and women, he said, and the introductory corporations classes typically are 50 percent female. But those numbers change dramatically in more advanced corporate classes. … Talley … said it was “an awakening” when he realized that even his own advanced classes were only 40 percent female. “There’s some zeitgeist about M&A that is causing some who would love the field not to enter it.”

Traditional skills still necessary, just no longer sufficient

Eric Talley writes for Daily Journal, May 22, 2013 (registration required)

While the market for new lawyers has certainly improved, the landscape awaiting them has changed in a number of important respects. The market is most promising for entering lawyers who have developed an appropriate skill set, and who are less in need of rudimentary training while on the job.

Activist shareholders try new tactics

Eric Talley interviewed by KPCC AirTalk, February 25, 2013

“One of the degrees of the heterogeneous nature of a shareholder is the extent to which they care—or are willing to trade off—maybe the quarterly bottom line against investments in carbon efficiency, or other sorts of social goals. There is a sense that in California, many shareholders—particularly within the institutional community, pension funds, and so forth—have greater degrees of weight that they place on some of those other social goals alongside profitability.”

Disruptions: Instagram testimony doesn’t add up

Eric Talley quoted in The New York Times, December 16, 2012

In general, said Eric Talley, a law professor at the University of California, Berkeley, “if there is sworn testimony, there are perjury risks.” Also, he added, “there are fraud risks in which an inaccurate statement to your investors could violate antifraud laws at both the state or federal level.” Dr. Talley said there were many reasons people might try to hide information from investors, including “deal sweeteners,” in which someone might be allowed to remain head of a company or be given more cash.

Microsoft (legally) avoided $6.5B in taxes over 3 years

David Gamage and Eric Talley quoted in The Seattle Times, September 21, 2012

While it’s right to a certain extent to say that U.S. companies aren’t paying their fair share of taxes, Talley said, it’s also true that multinational corporations have substantial leeway in where they locate. “If policymakers decide to close up the loophole, a potential danger is that companies may start to move their physical operations overseas,” he said.

David Gamage, an assistant professor at UC Berkeley School of Law, said it’s impossible for him to know whether Microsoft or HP have done anything wrong without seeing privileged documents that he doesn’t have access to. “But my guess, based on what’s been publicly available, is that Microsoft is, at the very minimum, being extremely aggressive in its interpretation of U.S. tax laws,” he said.

Facebook investors file lawsuits over IPO

Eric Talley and Robert Bartlett quoted in San Francisco Chronicle, May 23, 2012

“If I can demonstrate that something was false, I don’t have to also demonstrate that they should have known it was false,” said Eric Talley.

But by one reading of that rule, investment banks could share analysts’ guidance with clients before the date of the IPO, UC Berkeley assistant law professor Robert Bartlett said. Given these issues, it may turn out that Morgan Stanley and Facebook violated the spirit but not the letter of securities rules, Bartlett said.

Disruptions: Facebook’s real-life ‘spidey sense’

Eric Talley cited in The New York Times, Bits, May 13, 2012

Eric Talley, a law professor at the University of California, Berkeley, said that although Facebook could be accused of market manipulation or anticompetitive practices, the company could defend itself by saying that others monitored the same data and that Facebook simply did the job better.

Eric Talley Clarifies Insider Trading Law

The International Business Times, February 27, 2012 by Ryan Villarreal

There is no information yet that confirms StratCap had intended to engage in insider trading, though it would be getting privileged access to information gathered by Stratfor without having to inform the company’s shareholders about its investments. Talley said this opens up a legal gray area that is conducive to insider trading, but not directly engaged in the practice.

Eric Talley Explains Impact of SEC Rules on Facebook IPO

Bloomberg Businessweek, February 21, 2012 by Karen Weise

Since the 2005 reforms are fairly recent, and the IPO market has been cool during much of that time, lawyers are still quite conservative about how they interpret the relaxed rules, Talley says. They advise their clients to keep extra quiet, which can prove to be particularly hard for tech companies, where “part of the culture is to have a little bit of public swagger,” and showmanship is part of the business plan, he says.