Steven Davidoff Solomon writes for The New York Times, Jan. 17, 2017

Despite the conventional wisdom, though, it is not Amazon that is primarily to blame for Sears’s plight. Sears is being squeezed by changing economies and technology. Shoppers go to Walmart for discount items or to Target for discount items with a touch of style. The high end stays at stores like Nordstrom. The middle is smaller and increasingly shops online.

Steven Davidoff Solomon writes for The New York Times, Dec. 27, 2016

Whether it was the Tesla Motors acquisition of SolarCity, Facebook’s attempt to cement Mark Zuckerberg’s control of the company or the continuing implosion of Theranos, Silicon Valley seemed to gloss over substantive points of governance in the pursuit of founders’ dreams and control.

Steven Davidoff Solomon writes for The New York Times, Dec. 20, 2016

Even if Verizon has buyer’s remorse, it is going to have a hard time walking away from this deal as a legal matter. Under the parties’ acquisition agreement, Verizon can terminate only if there is a so-called material adverse effect to Yahoo.

Steven Davidoff Solomon writes for The New York Times, Dec. 13, 2016

To prevent Mr. Zuckerberg from further cementing his grip on Facebook, shareholders have sued in a Delaware court, seeking to block the stock plan. A similar legal effort was tried against Google’s new class of shares, but that lawsuit was settled on terms that I described as providing little benefit to shareholders. This time around, however, the plaintiffs’ lawyers may have hit pay dirt.

Steven Davidoff Solomon quoted by American Banker, Dec. 13, 2016

After the Business Roundtable decision, Berkeley law professor Steven Davidoff commented disapprovingly. He wrote, “The opinion appears to create an almost insurmountable barrier for the SEC by requiring that it provide empirical support amounting to proof that its rules would be effective.”

Steven Davidoff Solomon writes for The New York Times, Dec. 7, 2016

Certainly the question when a target is faced with a MAC is, why take the risk? Why engage in litigation where you are basically arguing about how bad the company is? In most cases this dynamic works toward settlement.

Steven Davidoff Solomon co-writes for The New York Times, Dec. 6, 2016

There is a potentially cleaner way of handling the conflict, though one that the president-elect would very likely eschew, and that is to sell the Trump Organization entirely. It isn’t as potentially difficult as it sounds, as the company is largely a hodgepodge of office buildings, condominiums, golf courses, a global brand-licensing business and even a winery.

Steven Davidoff Solomon writes for The New York Times, Nov. 29, 2016

Now, big fund managers like BlackRock, with $4 trillion under management, argue that shareholders should be more prominent and have an active role in shaping companies directly.

Steven Davidoff Solomon writes for The New York Times, Nov. 22, 2016

The simple Trump plan seems to focus on making banks smaller and taking away the regulatory oversight and safety net. On the other hand, the Republican plan does not do away with financial regulation; it simply makes what the Republicans view as reasonable modifications to allow the banks to operate more effectively.

Steven Davidoff Solomon writes for The New York Times, Nov. 15, 2016

A Delaware court decision to require the sale of TransPerfect, the big, profitable language translation company, has employees howling. … But the real fault lies with the owners who seem to be acting like spoiled children, wreaking havoc on the company they founded.