Dole CEO Looking for BJR

    So it looks like David Murdock, Dole's CEO and 40% shareholder, is putting in an offer to take Dole Foods private at $12/share . According to the WSJ , this offer is subject to two conditions: 1) that a majority of the disinterested directors approve...

    Default Fiduciary Duties Coming for Delaware LLCs

    There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may contract...

    eToys and the Rigged IPO Game

    Joe Nocera in the Times last Sunday unearthed some Goldman emails about the eToys IPO from the dotcom era. eToys raised $164 million in a 1999 IPO and then subsequently failed. The story is familiar by now. The IPO was underpriced and Goldman spun...

    Demand ... Refused

    For all you law students out there who are mystified by the procedural niceties of derivative litigation (actually, I should include a pile of politicians and media types in this group as well), AIG has filed a copy of its demand refusal with the SEC...

    Delaware Tax Haven?

    What? Was it a slow news week last week? Nothing else newsworthy to write about? [jk] That can be the only explanation for this piece that appeared in this weekend's NYTimes, " How Delaware Thrives as a Tax Haven ". There are two issues...

    Giving Shareholders a Voice

    For those of us wrapped up in legal education, there has been a refocusing of attention in the way we envision the law school experience. More and more of what we do is thinking about how to fill the hole left by changing business models in legal practice...

    Is China's Love Affair with US Capital Markets Over?

    Not two years ago, reverse mergers with little known Chinese firms was all the rage. The reverse merger was a cheap way to get a private Chinese (or any other) company public. Chinese firms took a liking to this backdoor to the US capital markets more...