SABMiller Rejects $104 Billion Takeover Bid From Rival Anheuser-Busch

By Molly Pon J.D. Candidate 2017 | Posted on

After rejecting two private proposals, SABMiller snubbed Anheuser Busch InBev’s first publicized bid of $104 billion on Wednesday. SABMiller, the world’s No.2 brewer, cited AB’s substantial undervaluation of the company as their continued reason for rejection. SABMiller’s board of directors, excluding directors nominated by its largest shareholder, Altria Group, dismissed the price as too low.

However, Altria, maker of Marlboro cigarettes, owns more than 25% of the brewer and has urged the board to engage in talks with AB. The tobacco giant has said that it would accept a deal at or above AB’s proposed price of £42.15 ($64.2) a share. This offer would net SABMiller a 44% premium over their closing price the day media began to speculate about a potential takeover. The Santo Domingo family, which owns around 15% of the giant brewer through BevCo Limited, stuck with the board in rejecting the first public price.

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Uber Plans to Appeal Driver Class Certification

By Aicha Ahardane, LL.M. Candidate 2016 | Posted on

The U.S District Court for the Northern District of California set up a high-stakes legal battle for Uber that might erode the unicorn’s $50 billion valuation.

In his September 1decision, Judge Edward M. Chen granted class-action status to a lawsuit brought by two Uber drivers seeking reclassification as employees to obtain reimbursement for expenses and tips. He ordered that the suit applies to all drivers in California who didn’t waive their right to the class action.

Despite the fact that Judge Chen had previously approved the arbitration clause stated in Uber’s drivers contracts in O’Connor v. Uber Technologies, Inc., he recently denied Uber’s motion to compel arbitration finding the arbitration clauses entered into with Uber drivers to be unenforceable.

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New Bitcoin Exchange Approved in New York

By Xiaolin Ma, LL.M. Candidate 2016 | Posted on

Bitcoin, the peer-to-peer payment system first published in 2009, has opened a monetary Pandora’s Box since day one. The system was created by an unknown individual or group with the name Satoshi Nakamoto. With no central authority, the system enables decentralized, irreversible and non-freezable money transfer with a completely digital currency. Such innovation gradually attracted enormous attention and the Bitcoin prices have been volatile, with a notable increase in 2013 and a subsequent downtrend in 2014.

People who are not familiar with Bitcoin may wonder how the system is connected with the existing currency system. Online Bitcoin exchanges are the marketplace for both individuals and institutional investors to buy or sell bitcoins using multiple currencies, and vice versa. Mt. Gox used to be the largest bitcoin exchange in the world before its dramatic bankruptcy in March 2014, with $460 million stolen by hackers and another $27.4 million missing from its bank accounts. There are a variety of exchanges available on the market nowadays, including but not limited to: ItBit, Coinsetter, Coinbase, Bitstamp, BTC-e and Cryptsy.

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Recap: “Venture Capital Speaker Series: Stephanie Brecher, General Counsel of New Enterprise Associates”

By Claire Oxford, J.D. Candidate 2018 | Posted on

How does a Berkeley Law graduate end up as the General Counsel of one of Silicon Valley’s top venture capital firms? What does a day in the life of a General Counsel look like and what are the best steps to take to reach a similar prestigious career?

On September 29, Stephanie Brecher, a 1993 U.C. Berkeley Law graduate and General Counsel of New Enterprise Associates (“NEA”), addressed these questions and others to a group of law students in Boalt Hall on the U.C. Berkeley campus.

Ms. Brecher discussed her path from Berkeley Law to NEA. In the start of her career, she described herself as an “accidental tourist” in corporate law. After graduation, Ms. Brecher held a clerkship in the Central District of California. Upon completion of her clerkship, she decided not to take the position she had initially planned on, and instead she accepted a position as an associate at Steptoe & Johnson in Washington, D.C., where she hoped to work in international law, but was placed on the corporate team. After this position she worked as in-house counsel in Silicon Valley and spent nearly a decade at Nortel. Following her time at Nortel, Ms. Brecher returned to work at a law firm and became a partner at Sheppard Mullin Richter & Hampton before she acquired her position at NEA.

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SEC Cracks Down on Hidden Mutual Fund Fees

By Sean Pinckney, J.D. Candidate 2018 | Posted on

In what could be the tip of a legal iceberg, the Securities Exchange Commission (“SEC”) filed proceedings on September 21st against First Eagle Investment Management, a $100 billion asset manager. The SEC alleged that First Eagle illicitly charged its investors nearly $25 million more in marketing fees beyond the limits allowed by the firm’s 12b-1 plan. The action against First Eagle is the first case of its kind arising under the SEC’s “Distribution-in-Guise Initiative,” an investigation into whether mutual fund managers are improperly disguising certain expenses as those that should be borne by investors and not the funds themselves. First Eagle reached a settlement with the SEC for over $40 million without admitting or denying the findings and will be returning the unlawfully charged fees to affected investors.

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Definitely, Maybe: Fed Chair Reiterates Plans to Raise Interest Rates….Eventually

By Martin Salvucci, J.D. Candidate 2018 | Posted on

Nearly one week after the Federal Reserve, once again, declined to raise its benchmark interest rate, Chairwoman Janet Yellen reiterated her expectation that the Fed would raise interest rates by the end of the calendar year. Speaking at the University of Massachusetts, Amherst, Yellen sought to quell lingering unease within the financial markets by underscoring her commitment to a timely departure from the present near-zero interest rate environment. Yellen conceded that unmet expectations for economic growth could delay the Fed’s long-planned increase until 2016, but indicated that domestic economic indicators, rather than market turmoil abroad, would dictate their timeline.

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Unicorn Valuations and the Silicon Valley

By Alan Parker, LL.M Candidate 2016 | Posted on

Unicorn valuations and the problems related thereto are in the spotlight in Silicon Valley. Basically, this term is used when referring to invested start-up companies with a pre-money valuation (i.e., before a venture capital investment) equal to or greater than one billion dollars. This is in a context where, by nature, it is extremely hard to accurately determine the value of a start-up, as most of them do not have any operational background.

When a venture capital investor agrees to invest and acquire shares in a start-up with such a hefty valuation, it will most likely ask for several contractual guarantees aiming to ensure a minimum return on its investment, and that’s when problems may arise between investors and the founding shareholders.

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Justice Department Files Antitrust Lawsuit to Block GE-Electrolux Merger

By Kevin Jones, J.D. Candidate 2018 | Posted on

On July 1, 2015, the Department of Justice filed suit under federal antitrust statutes in the U.S. District Court for District of Columbia against AB Electrolux for its attempt to acquire General Electric for $3.3 billion, halting the potential buyout. The Department of Justice alleges that the multinational corporation’s buyout of GE would combine the two largest appliance manufacturers of ranges, cooktops, and wall ovens, effectively diminishing vital market competition.

Deputy Assistant Attorney General Leslie C. Overton of the Antitrust Division announced that the lawsuit “seeks to prevent a duopoly in the sale of major cooking appliances,” since allowing the merger would leave Electrolux and competitor Whirpool with control over 75% of U.S. sales. The DOJ contends the lack of competition would leave millions of American citizens and families vulnerable to major price increases in two major ways: directly for homeowners and indirectly for property lessees who will pay higher rents as a result of commercial builders passing off the costs of higher unit costs.

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Volkswagen Braces for “Dieselgate” Fallout

By Madisson Goorman, J.D. Candidate 2018 | Posted on

On September 19, 2015 the Environmental Protection Agency (EPA) called for a recall of almost 500,000 Volkswagen (VW) diesel powered cars, after finding these cars contain software that manipulates results for standard emissions tests. In its report, the EPA states that this software “allowed Volkswagen vehicles to spew as much as 40 times the pollution allowed under the Clean Air Act.”  On Tuesday, VW disclosed that 11 million cars have this software, suggesting that there is a possibility for a global recall.

Since this announcement there have already been 16 class actions filed against VW in the United States. These suits “include claims for breach of warranty and fraud by concealment as well as various state consumer protection laws.”

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4chan Sold: Can Web Forums Be Profitable?

By Joyce Li, J.D. Candidate 2018 | Posted on

Last week, Christopher Poole, founder of the anonymous image-based web forum 4chan, sold the site to Hiroyuki Nishimura, founder of earlier anonymous forum 2channel. Neither Poole nor Nishimura commented on the terms of the acquisition, but the sale comes at a time of growing venture capital investment in traffic heavy websites such as 4chan and Reddit.

4chan holds only a fraction of Reddit’s nearly five million daily page views, however it is not yet clear whether either site can utilize its traffic to produce scalable ad revenue. The growth of sites such as Reddit is attributable in large part to the freedom they afford their users, but the selfsame hands-off policies that have fueled their popularity are often in direct conflict with monetization strategies.

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