Women in M&A

    I talk a lot of students about life as a lawyer and finding ways to balance the needs of the profession with having a life. There's no way around it. It's not easy. It's particularly tough on women. In response to issues in the profession...

    Shareholder Activism Overview

    Shareholder activists have been in the headlines a lot in recent months. The Staples-OfficeDepot deal was credited to Starboard Capital. Starboard was also around the Yahoo/Alibaba spin. The Economist recently published an overview of the current state...

    Partners HealthCare Merger Challenges

    In local Massachusetts news, a state Superior Court judge refused to approve a consent agreement permitting PartnersHealthcare to close its merger with three smaller hospitals. The transactions had been opposed by the MA Attorney General on grounds that...

    Spin, Spin, Spin

    Yesterday, Yahoo announced a plan to spin off its Alibaba stock in a "tax efficient" spin. Rather than distribute its Alibaba stock directly to shareholders, Yahoo will distribute the stock to a SpinCo. Presumably the only asset of SpinCo will...

    Unusual Boardroom Battle

    I've basically stayed out of this since it bubbled up. It's kind of like watching over your backyard fence as your neighbors get into an embarrassing argument. In any event, main stream media ( Dealbook ) has decided this was worth paying attention...

    Who Is a Controller?

    There have been a number of recent cases that raised the question, "Who is a controller?" The answer is important because in the context of a going private transaction, the presence of a controlling stockholder will affect the standard of review...

    Delaware Arbitration Makes a Comeback

    News from Delaware is that Delaware's Chancery arbitration procedure is making a comeback, but this time without the Chancery bit. According to DelawareOnline , Chief Justice Strine said: [T]he new arbitration program will not involve state-paid...