2013年上半期で重要なデラウェア州の判決

Kevin F. Brady氏およびFrancis G.X. Pileggi氏によるまとめです。次の判例が紹介されています。

  • In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013)

  • Boilermakers Local 154 Retirement Fund v. Chevron Corp., C.A. No. 7220-CS and ICLUB Investment Partnership v. Fedex Corp., C.A. No. 7238-CS (Del. Ch. June 25, 2013)

  • Gerber v. Enterprise Products Holdings, LLC, Del. Supr., No. 46, 2012 (June 10, 2013)

via ABA

論文

幾つか論文を挙げます。

This study uses corporate tax return data to examine the evolution of firms’ financial structure and performance after leveraged buyouts for a comprehensive sample of 317 LBOs taking place between 1995 and 2007. We find little evidence of operating improvements subsequent to an LBO, although consistent with prior studies, we do observe operating improvements in the set of LBO firms that have public financial statements. We also find that firms do not reduce leverage after LBOs, even if they generate excess cash flow. Our results suggest that effecting a sustained change in capital structure is a conscious objective of the LBO structure.

論文

  • Donald C. Langevoort & Robert B. Thompson, IPOs and the Slow Death of Section 5 (2013)

Since its enactment, Section 5 of the Securities Act of 1933 has restricted sales-based communications with investors, but that effort is nearly dead even with respect to the most sensitive of offerings, the IPO. Our paper traces that devolution, which began almost as soon as the ’33 Act came into existence, though the SEC’s 2005 de-regulatory reforms and Congress’ intervention in the JOBS Act of 2012. We show how much of this related to an embrace of “book-building” as the industry’s preferred method of price discovery, which requires private two-way communications between underwriters and potential sophisticated investors. But book-building (and the predictable IPO underpricing that results) has a retail dimension as well, and we point to ways in which the otherwise sensible deregulation may enable an over-stimulation of retail investor demand. We then explore two main justifications that have been given for the aggressive deregulation. The first is that any loss in prophylactic protection can be made up for by the threat of liability, particularly with an enhanced Section 12(a)(2). We find this unpersuasive for a variety of reasons. The other ― amply visible in the long history of Section 5 ― is a faith in the “filtration” process, that retail investors gain protection because of the availability of the preliminary prospectus during the waiting period, to those involved in the selling process if not the investors themselves. Putting aside the biased incentives that affect filtration, much of what is most important ― and conveyed privately to the institutions in the course of book-building ― is forward-looking information that probably need not appear in the formal disclosure, whether preliminary or final. None of this is an argument for returning to the old prophylactics of Section 5. But it is cause for the SEC and FINRA to pay close attention to the retail investor effects of the IPO selling practices, especially in the post-JOBS Act era.

via HLS Forum on Corp. Gov. and Fin. Reg., SSRN

SEC Freezes Assets in Ponzi Scheme Targeting Investors in Japan

The Securities and Exchange Commission today announced an emergency action to freeze the assets of a Las Vegas-based firm and its sole owner charged with perpetrating a Ponzi scheme against thousands of investors living primarily in Japan.

The SEC alleges that Edwin Fujinaga and his company MRI International raised more than $800 million from investors who were told that their money would be used to buy accounts from U.S. medical providers with outstanding balances to collect from insurance companies. Fujinaga and MRI falsely represented that they purchased the accounts at a discount so they could recover the full amount and turn a profit for investors. They purchased no such accounts in reality, and merely used investor money to pay the principal and interest due to earlier investors in typical Ponzi fashion. Investor funds also were used to buy luxury cars and pay Fujinaga’s credit card bills, alimony, and child support.

via SEC.gov

論文

Executive pay disparity, as measured by CEO pay slice (CPS), is positively associated with the implied cost of equity, even after controlling for other determinants of the cost of equity. The difference in the cost of equity can explain 43% of the difference in the valuation effect attributable to CPS reported by Bebchuk, Cremers, and Peyer (2011). Further analysis shows that the positive association is stronger when agency problems of free cash flows are more severe and when CEO succession planning is more important. Our evidence suggests that a large CPS is associated with CEO entrenchment and high succession risk.

Detroit Chapter 9 (5)—Docket Report

593から996までです。