On July 22, 2011 the D.C. Circuit struck down an SEC regulation (Rule 14(a)-11) that would have required publicly traded companies to allow qualified shareholders to propose nominations in Board of Directors (BOD) elections. The court held that the SEC failed to perform a required cost/benefit analysis of the new provision, as mandated under Section […]
The Largest Exchange Operator That May Never Be
On January 10th, 2012, it was reported that European Competition commissioner Joaquin Alumnia would recommend blocking the proposed merger between NYSE Euronext and Deutsche Boerse by the European Union’s Competition Commission at its February 1st meeting. For 11 months, NYSE’s Duncan Niederauer and Deutsche Boerse’s Reto Francioni have been trying to quell Mr. Alumnia’s concern […]
Volcker Rule Update #2: Comment Period Extended; Analysis of the Hedging Exemption
The deadline for submitting comments regarding the proposed regulations implementing the Volcker Rule has been extended from January 13 to February 13. As we noted in our previous update on the Volcker Rule, the timeline was already very tight if regulators intended to meet the implementation deadline of July 2012, and this postponement only makes […]
Reactions Against Currency Manipulation: More Than A Chinese Whisper?
The trade balance between United States and China has been heavily in favor of the People’s Republic for a long time. An often-cited reason for this phenomenon is the de facto pegging of the Renminbi (‘RMB’) to the US Dollar. It is believed that the Chinese Government actively purchases American dollars with the aim of […]
Delaware Chancery Court Suggests That Reverse Triangular Mergers May Trigger Anti-Assignment Provisions
In April the Delaware Chancery Court refused to grant plaintiff’s motion to dismiss in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. Apr. 8, 2011), finding that, as a matter of law, a reverse triangular merger may trigger anti-assignment provisions. The decision casts doubt on the widely held belief amongst […]
Flexible Purpose Corporation: California’s New Corporate Form
Beginning January 1, 2012, California will be the first state in the country to authorize Flexible Purpose Corporations (FPC)— a new corporate form that will allow a corporation to integrate the for-profit philosophy of the traditional corporation with a special purpose mission that is similar to a charitable purpose. As authorized through the Corporate Flexibility […]
Three Is The Magic Number: District Court Preserves Tax-Prep Triumvirate, Permanently Enjoins H&R Block Merger
The Justice Department’s antitrust division has prevailed in its first trial opposing a merger since its defeat by Bay Area giant Oracle in 2004. In an order issued on October 31, D.C. District Court Judge Beryl Howell granted the government’s motion to enjoin H&R Block’s $287.5 million acquisition of 2SS Holdings Inc., the maker of […]
Op-Ed: Why Corporations Should Think Twice About Plans To Lower Taxes
At first blush, advocating for lower corporate taxes like Republican candidates Herman Cain and Rick Perry looks like the kind of policy that corporations would salivate over. As conservative pundits like to point out, the United States already has the second-highest statutory corporate tax rate of all developed countries and that it stands alone in […]
Seasoning Requirements: Regulating Chinese Companies And Reverse Mergers
On October 26th the SEC closed debate on a proposal to adopt “seasoning” requirements for companies listed on public exchanges, such as NASDAQ and NYSE. The proposed seasoning requirements aim to protect investors from a rash of accounting scandals perpetrated by companies that have avoided normal reporting and auditing requirements through the strategic use of […]
The Network Lecture Series: Carl E. Walter’s Do China’s Stock Markets Matter?
On November 1st, 2011, Carl E. Walter delivered a lecture titled “Do China’s Stock Markets Matter?” at the U.C. Berkeley School of Law. The lecture addressed the role and significance of stock markets in China, and described the influence of western legal, accounting and financial concepts on the Chinese economic landscape. Mr. Walter was one […]