Top 10 Corporate and Securities Articles of 2007
West's Corporate Practice Commentator has named the "Top 10 Corporate and Securities Articles of 2007," and the list is quite heavy with securities litigation related articles.
The full list (hat tip - Conglomerate) in alphabetical order of the initial author is below along with links to the articles.
Baker, Tom and Sean J. Griffith. The Missing Monitor in Corporate Governance: The Directors’ & Officers’ Liability Insurer. 95 Geo. L.J. 1795-1842 (2007).
Bebchuk, Lucian A. The Myth of the Shareholder Franchise. 93 Va. L. Rev. 675-732 (2007).
Choi, Stephen J. and Robert B. Thompson. Securities Litigation and Its Lawyers: Changes During the First Decade After the PSLRA. 106 Colum. L. Rev. 1489-1533 (2006).
Coffee, John C., Jr. Reforming the Securities Class Action: An Essay on Deterrence and Its Implementation. 106 Colum. L. Rev. 1534-1586 (2006).
Cox, James D. and Randall S. Thomas. Does the Plaintiff Matter? An Empirical Analysis of Lead Plaintiffs in Securities Class Actions. 106 Colum. L. Rev. 1587-1640 (2006).
Eisenberg, Theodore and Geoffrey Miller. Ex Ante Choice of Law and Forum: An Empirical Analysis of Corporate Merger Agreements. 59 Vand. L. Rev. 1975-2013 (2006).
Gordon, Jeffrey N. The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder Value and Stock Market Prices. 59 Stan. L. Rev. 1465-1568 (2007).
Kahan, Marcel and Edward B. Rock. Hedge Funds in Corporate Governance and Corporate Control. 155 U. Pa. L. Rev. 1021-1093 (2007).
Langevoort, Donald C. The Social Construction of Sarbanes-Oxley. 105 Mich. L. Rev. 1817-1855 (2007).
Roe, Mark J. Legal Origins, Politics, and Modern Stock Markets. 120 Harv. L. Rev. 460-527 (2006).
Subramanian, Guhan. Post-Siliconix Freeze-outs: Theory and Evidence. 36 J. Legal Stud. 1-26 (2007). (NOTE: This is an earlier working draft. The published article is not freely available, and at SLW we generally respect the intellectual property rights of others.)
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May 15, 2008 |
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What A Difference A Few Months Makes
Back in February, we took a quick look at the scorecard in the options backdating litigation, tallying up the settlements and dismissals, among other things.
In our earlier review, of the 36 options backdating cases that have been filed as securities class actions, 7 had settled and 3 had been dismissed.
Run the clock for a few months, and 9 of those cases have now been dismissed and 9 have now settled.
The nine settlements total $255.58 million, for an average of $28.4 million.
As noted earlier, these cases have settled much more quickly on average, than other cases. The nine cases have settled in an average of just 440 days. Removing the outlier, Mercury Interactive, which was filed earlier and added the options backdating allegations in a later amended complaint, drops the average time from filing of initial complaint to tentative settlement for the remaining 8 cases to 397 days.
And the ratio of settlements to dismissals is somewhat out of line with historical averages as well. Most studies (and a quick check of our database) indicate that the percentage of new securities class actions that are dismissed is between 33-40 percent.
With this group of cases, we can look at the data two ways. Dismissals as a percentage of total cases or dismissals as a percentage of cases that have reached a final, or quasi-final resolution.
Under the former analysis, exactly 25% of these cases have been dismissed. That number is artificially low, as not all of the cases have yet had a ruling on the motion to dismiss.
Under the latter method, 50% of these cases have been dismissed. This number is artificially high, as a number of these cases have already survived a motion to dismiss.
In any event, things remain interesting in the sometimes long-forgotten world of options backdating.
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May 13, 2008 |
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Speaking of Upcoming Events
There may be no such thing as a free lunch (a sentiment that I am not entirely convinced of), but simply for being an SLW reader, you can get a discount on the registration fees for an upcoming securities litigation conference.
The IQPC event, 4th Securities Litigation: Enforcement, Regulation, and Litigation in the Securities Arena will be held May 28 - 30, 2008 at the Millennium Broadway Hotel, in New York City.
Highlights include:
• Discussing the increase in class action filings and civil suits going to trial
• Examining the impact of Stoneridge and other recent decisions on the lower courts and class distinctions
• Determining the effects of the subprime crisis on civil suits and government enforcement
• Reviewing enforcement actions of the SEC, states and SROs concerning broker/dealers and investment banks
Readers are entitled to a 20% discount. Simply use the code "RMSL" during the registration process.
The conference brochure is available here or for more details, visit the conference webpage.
As always, for our full list of conferences, webcasts, and events, please go here.
Additionally, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the left hand side of this blog.
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May 1, 2008 |
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First Filed Tyco Opt-out Case Partially Settles
According to press reports (here), the seven New Jersey public pension funds that filed the first Tyco opt-out case have settled their claims against Tyco International Ltd., Tyco chief legal officer Mark Belnick and directors Richard Bodman, John Fort III, James Pasman Jr. and Wendy Lane for $73 million.
The settlement does not include claims alleged against former CEO L. Dennis Kozlowski and former CFO Mark Swartz, former director Frank Walsh Jr. and Tyco's outside accounting firm PricewaterhouseCoopers LLP and its Bermuda affiliate, PricewaterhouseCoopers.
The New Jersey public funds were represented by Shalov Stone Bonner & Rocco LLP and Riker Danzig Scherer Hyland & Perretti LLP.
A copy of the 348 page, 1343 paragraph second amended complaint filed by the NJ public funds can be found here.
And of course, an updated scorecard of the Tyco opt-out cases can be found here.
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