Steven Davidoff Solomon

In Snap’s I.P.O, evidence of bankers’ strategy

Steven Davidoff Solomon quoted by The New York Times, March 1, 2017

The bankers played another tried-and-true trick: limit the supply. Only about 19 percent of Snap’s total share float was offered, and a quarter of that amount was sold subject to a one-year lockup. Snap’s remaining capital needs were filled by a $1.2 billion loan from the same bankers underwriting the offering.

Shareholder activism at Arconic points to a new wave

Steven Davidoff Solomon writes for The New York Times, Feb. 28, 2017

This is the new shareholder activism. The low-hanging fruit, and tricks like selling the company or spinning off a business, are drying up. Instead, a few shareholder activists are now trying something much harder — actually digging into the operations of a company and working to turn it around.

Are cyber lawyers poised to play bigger role in M&A?

Steven Davidoff Solomon quoted by Bloomberg BNA, Feb. 23, 2017

Proving a material adverse event often requires battling in court over questions like whether an incident was “significant” and “durational,” said Davidoff, who has written in the past that about the Yahoo/Verizon deal. He noted that it’s not at all clear whether data breaches — even of the size disclosed by Yahoo — would rise to that level.

As an age of nationalism dawns, a multinational deal collapses

Steven Davidoff Solomon writes for The New York Times, Feb. 21, 2017

Kraft Heinz’s $143 billion bid for Unilever would have been the biggest cross-border deal in nearly two decades. But instead of being a triumph of global capitalism, it induced only whiplash as the offer was withdrawn just days after its disclosure. The short life span of the deal can be blamed in large part on national barriers — which are likely to rise even further as a new mercantilism emerges.

Encouraging companies to go public won’t be easy

Robert Bartlett and Steven Davidoff Solomon cited by Bloomberg BNA, Feb. 15, 2017

What can the SEC do on its own without congressional action? That is an “enormously complicated question,” said Robert Bartlett. … At a minimum, the SEC should “consider the effects on small business capital formation when it encourages funds to be more systematic in their liquidity risk management.”

Bartlett … and University of California, Berkeley, law professor Steven Davidoff Solomon co-authored a September 2016 paper that found that since 1998—when the Asian financial crisis and other events spurred a flight to liquidity—the largest mutual funds have invested in fewer smaller IPOs.

Decade after crisis, no resolution for Fannie and Freddie

Steven Davidoff Solomon writes for The New York Times, Feb. 7, 2017

If the government really wants to preserve the 30-year mortgage market, it should simply limit these two entities to that loan product, and only that 30-year loan product. Everything else seems not only to preserve the tenuous position of Fannie and Freddie, but also to risk making them just instruments for unrestrained housing policy with lots of unintended consequences and risks.

Snap’s plan is most unfriendly to outsiders

Steven Davidoff Solomon writes for The New York Times, Feb. 3, 2017

Snap has followed the natural evolution of this disenfranchisement, simply eliminating shareholder rights from the get-go. And this is not just about replicating the venture capital model, where founders get control but investors get board seats and veto rights over significant transactions. Here, Snap is not even giving crumbs.

When Snap goes public, some shareholders’ voting rights may disappear

Steven Davidoff Solomon writes for The New York Times, Jan. 24, 2017

Snap is apparently going to make sure that the public has no vote and hence never the opportunity to have a say in the company’s governance. While public shareholders will be totally disenfranchised, Mr. Spiegel and Mr. Murphy are reportedly going to have 70 percent of the total vote despite owning only 40 percent of Snap.