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Sokol’s trades
Per the WSJ, Buffett associate David Sokol bought shares of a potential Berkshire target, Lubrizol, the day after expressed interest in the company on behalf of Berkshire. He sold those shares a week...
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IPOs going elswhere
A couple of months ago I asked “what happened to IPOs.” I noted then that the decline in US IPOs had something to do with US regulation, including SOX and Dodd-Frank. A new paper by Doidge, Karolyi...
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Why not more securities disclosure?
Steve Davidoff discusses materiality issues in the GS Abacus transaction, Gupta/Galleon, Apple and Jobs’ health and Sokol. He questions “quirky” American securities laws that don’t require continuous...
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Closing the US securities markets
The WSJ reports that the SEC is considering raising the 500-shareholder limit on the number of holders of a class of securities a company can have before having to register that security with the...
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Opening the US securities markets
Larry makes a strong argument below for why the proposed SEC rules changes reported today in the WSJ should not be heralded as some great opening up of US securities markets, but that the changes are...
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Scalping Next
So Alinea’s Grant Achatz has a new restaurant, Next, which is the talk of Chicago and the nation. You can buy transferable dining tickets which the NYT reports are being traded online up to $3,000....
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Congress jerks the SEC’s leash
Last week I argued that the SEC’s considering relaxing the rule requiring 1934 act registration of stock classes with more than 499 shareholders was not what it seemed. I noted that while this might...
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The state law claim against Sokol
Steve Bainbridge discusses a Delaware chancery suit by a Berkshire-Hathaway shareholder against former B-H executive David Sokol for profits he earned by buying Lubrizol stock ahead of his former...
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The myth of government protection of financial markets
With all the calls for more government supervision of financial markets it’s healthy to keep in mind what the public actually gets from this costly supervision. In many previous posts (e.g., here, here...
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Making a mountain out of the insider trading molehill
Jon Macey insightfully wrote in the WSJ that the Galleon case illustrates the need to distinguish “trading on the basis of information that was legitimately ferreted out from trading on the basis of...
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Say on pay at the SEC?
Reuters reports on Henry Hu’s somewhat controversial tenure heading the SEC’s new Division of Risk, Strategy and Financial Innovation. The SEC brought in Hu, a widely recognized expert on financial...
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The Galleon prosecution: hoist by its own petard?
Dave Zaring asks whether the Rajaratnam trial, now doomed by a sick juror to start deliberations all over again, is headed for a hung jury. Dave suspects the jury is more likely hung 11-1 to convict...
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Rajaratnam’s crime
Rajaratnam stands convicted. What, exactly, did he do wrong? Holman Jenkins, writing in today’s WSJ, appropriately mocks the notion driving the Rajaratnam prosecution that insider trading “law’s...
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The WSJ redefines illegal insider trading
Today’s WSJ, in an obvious effort to grab readers seeking more insider trading titillation in the wake of the Galleon verdict, has a story about a new supposed scandal — investment banks offering hedge...
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The First Amendment and corporate governance
Robert Jackson recently discussed an SEC staff ruling that the ordinary business exception for shareholder proposals under Rule 14a-8 did not justify excluding a proposal recommending that the board...
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The whistleblower rules and insider trading
The SEC has adopted Dodd-Frank whistleblower rules (see Law Blog story) which have sparked controversy because they award bounties without requiring use of internal corporate reporting mechanisms....
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The global threat to US securities laws
Today’s WSJ reports on the US’s slide in stock listings, which explains the NYSE/Deutsche Borse move. It notes that U.S. stock listings are down by 43%, or by 3800, since 1997. Listings outside the...
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Gretchen Morgenson’s latest scandal
Gretchen Morgenson (with Louise Story), in today’s front-page NYT “newsatorial” reports on and complains about the fact that the SEC’s civil case against Goldman’s Fabrice Tourre (“Fabulous Fab”) in...
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The Supreme Court teaches a securities lesson
In Erica P. John Fund vs. Halliburton the Court held that the Fifth Circuit erred when it required loss causation for class certification. The Court taught the lower courts the distinction among...
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Manne on insider trading as compensation
Henry Manne has a new version of the arguments he’s been making for years for insider trading as an efficient compensation mechanism. It’s Entrepreneurship, Compensation, and the Corporation. Here’s...
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