Yearly Archives: 2010

“Utmost Seriousness” Necessary in Preservation of Electronic Evidence

This post comes to us from Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton client memorandum by Maura R. Grossman.

In an important new decision, Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York has expanded upon her well-known Zubulake V opinion (229 F.R.D. 422 (S.D.N.Y. 2004)), setting forth crucial guidance for all parties to litigation as to their obligations to preserve and collect all potentially relevant records – whether paper or electronic – once litigation is reasonably anticipated, and providing an important example of the extremely serious consequences of failing to do so.

Pension Committee of the University of Montreal Pension Plan v. Bank of America Securities, Case No. 05 Civ. 9016 (SAS), involves an action under both the federal securities and New York State laws by a group of investors seeking to recover more than a half billion dollars in losses alleged to have resulted from the liquidation of two hedge funds in which they were investors. In her opinion, Judge Scheindlin closely reviews the discovery efforts of 13 plaintiffs and finds their failure to institute timely, written litigation hold notices, and their careless and indifferent collection efforts, resulted in the loss or destruction of evidence. Finding their conduct to be negligent or grossly negligent, Judge Scheindlin imposed sanctions, including a rebuttable adverse inference instruction, monetary fines, and, for two plaintiffs, limited additional discovery involving the search of their backup tapes.

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Corporate Governance and Internal Capital Markets

This post comes to us from Belen Villalonga, Associate Professor of Business Administration at Harvard Business School.

In our paper, Corporate Governance and Internal Capital Markets, which was recently published on SSRN, my co-author, Zacharias Sautner, and I take advantage of a unique opportunity for a natural experiment provided by a recent tax change in Germany to explore the link between corporate governance and internal capital markets. In 2002, the prevailing 52% corporate tax on capital gains from investments in other corporations was repealed, thus eliminating a significant barrier to changes in ownership structures. The tax repeal affected most large shareholders in German corporations since, in addition to companies, banks, and other financial institutions that are commonly organized in corporate form, most wealthy individual and family shareholders in Germany hold their shares through intermediate corporations (La Porta, López de Silanes, and Shleifer (1999); Franks and Meyer (2001); Faccio and Lang (2002)). Indeed, the tax change gave rise to a significant reshuffling of corporate ownership structures. This exogenous shock allows us to overcome or at least mitigate concerns about the endogeneity of ownership in estimating its effect on internal capital markets.

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Who Blows the Whistle on Corporate Fraud?

This post comes to us from Alexander Dyck, Professor of Finance at the University of Toronto, Adair Morse, Assistant Professor of Finance at the University of Chicago, and Luigi Zingales, Professor of Entrepreneurship and Finance at the University of Chicago.

In our paper, Who Blows the Whistle on Corporate Fraud?, which is forthcoming in the Journal of Finance, we study all reported fraud cases in large U.S. companies between 1996 and 2004 to identify the most effective mechanisms for detecting corporate fraud.

The large and numerous corporate frauds that emerged in the United States at the onset of the new millennium provoked an immediate legislative response in the Sarbanes Oxley Act (SOX). This law was predicated upon the idea that the existing institutions designed to uncover fraud had failed, and their incentives as well as their monitoring should be increased. The political imperative to act quickly prevented any empirical analysis to substantiate the law’s premises. Which actors bring corporate fraud to light? What motivates them? Did reforms target the right actors and change the situation? Can detection be improved in a more cost effective way?

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Restoring Balance in Proxy Voting: The Case For “Client Directed Voting”

This post comes to us from Frank G. Zarb, Jr., a Partner at Katten Muchin Rosenman LLP specializing in the federal securities laws, and John Endean, the President of the American Business Conference.

It has become commonplace to hear the corporate proxy voting system described as “broken” or “dysfunctional,” yet its most fundamental defect is mostly ignored:  the absence of retail investor participation.  If the voters from an entire region of the country – say the Southwest – did not show up at the polls for presidential elections, most would agree that there was a problem.  At the very time when shareholders are calling for greater access to the corporate proxy, it is more important than ever that proxy voting represent the views of all shareholder constituencies in rough proportion to their numbers.

Overall, the voting rate among individual investors hovers at the 20% level.  Companies that mail their investors a notice that the materials are available on the internet – in lieu of mailing the all materials in paper – have seen even lower voting levels in the 5% range.

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Earnouts – A Siren Song?

David Fox is a partner at Kirkland & Ellis LLP, focusing on complex mergers and acquisitions as a member of that firm’s Corporate Group. This post is based on a Kirkland & Ellis M&A Update by Mr. Fox and Daniel Wolf, a partner at Kirkland & Ellis specializing in mergers and acquisitions, corporate finance, securities and general corporate matters.

An earnout—under which a portion of a purchase price is deferred and dependent on future events—is a regularly discussed and somewhat less often implemented tool to bridge the final purchase price gap in negotiations for the sale of a business. Particularly where the disparity results from a seller and buyer holding differing expectations of future performance or the outlook for a new product or initiative, an earnout offers an appealing alternative to the typical “split the difference” compromise by tying the payment of the “disputed” portion of the purchase price to the actual outcome in the future. Dealmakers are surely aware that negotiating an earnout is never as easy as it seems; What metric should be used? How long is the earnout period? What happens if the buyer sells the business? What costs are allocated to the business? Who controls the business during the earnout period? Should there be a cap on the earnout, especially if paid in buyer shares? are but a few examples of the hard issues that need to be settled at the outset, with increased importance in cases where the earnout represents a meaningful portion of the overall consideration. In fact, many parties end up abandoning a proposed earnout before implementation when the weight of these issues—and the resulting tense negotiations—threatens to overwhelm the overall sale process. While much has been written about the intricacies of drafting and negotiating earnouts, a few recent cases highlight the sobering practical reality that the disputes often don’t end upon implementation and that earnouts frequently are mere recipes for future disagreements regardless of the time and care expended on their creation.

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Local Dividend Clienteles

This post comes to us from Bo Becker, Assistant Professor of Business Administration at Harvard Business School, Zoran Ivkovich, Associate Professor of Finance at Michigan State University, and Scott Weisbenner, Associate Professor of Finance at the University of Illinois.

In our paper Local Dividend Clienteles, which is forthcoming in the Journal of Finance, we examine the role of investor demand in shaping corporate payout policy. Miller and Modigliani (1961) raise the question of whether firms set policies and investors sort accordingly, or companies respond to the preferences of their current shareholders. In this paper, we provide evidence consistent with the latter.

Specifically, we test for the effect of dividend demand on payout policy. The tendency of older investors to hold dividend-paying stocks in combination with individual investors’ inclination to hold local stocks results in stronger dividend demand for companies located in areas with many seniors. Demographics thus provide an empirical proxy for dividend demand, which we exploit in this paper to examine the broader question of whether the preferences of current owners influence corporate actions.

As predicted, we find a significant positive effect of Local Seniors, the fraction of seniors in the county in which a firm is located, on the firm’s propensity to pay dividends, its propensity to initiate dividends, and on its dividend yield. The effect of Local Seniors on the corporate decision to start paying dividends is particularly strong and of the same economic magnitude as other key determinants such as company size and age.

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Acquirers Not Liable for Attorneys’ Fees for Renegotiating Merger Terms

Marc Wolinsky is a member of the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton client memorandum by Mr. Wolinsky and his colleagues Ian Boczko and Rodman K. Forter, Jr.

Two recent rulings in New York and Delaware denying motions by plaintiffs in a shareholder class action for attorneys fees should provide acquirers with comfort that they can negotiate changes to transaction terms without fear that the renegotiation will necessarily render them liable for attorneys’ fees. In re Bear Stearns Litig., Index No. 600780/08 (N.Y. Sup. Ct. Dec. 28, 2009); Alaska Electrical Pension Fund v. Brown, C.A. No. 2015 (Del. Jan. 14, 2010).

In the Bear Stearns case, the plaintiffs filed suit challenging the terms of an acquisition the day after it was announced, claiming that the consideration was inadequate. When the parties to the merger subsequently renegotiated its terms to increase the consideration, the class action plaintiffs sought attorneys’ fees, claiming that their litigation had caused the parties to renegotiate the economic terms of the deal. Similarly, in Alaska Electrical Pension Fund, while the defendant agreed that the settlement of Delaware litigation played a role in the decision to increase the deal price from $93 to $100 per share, the defendant contested the claim of non-settling plaintiffs that their separate litigation in California played a role in the subsequent decision to raise the deal price to $109 per share.

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Exploring the Roles Corporate and Securities Law Can Play in Encouraging Corporations to Respect Human Rights

John Ruggie is the Berthold Beitz Professor of International Affairs at the Kennedy School of Government, an Affiliated Professor in International Legal Studies at Harvard Law School, and the UN Secretary-General’s Special Representative for Business and Human Rights (SRSG).

Recently York University’s Osgoode Hall Law School in Toronto convened an expert meeting in support of the Corporate Law Tools Project of my UN mandate, titled “Corporate Law and Human Rights: Opportunities and Challenges of Using Corporate Law to Encourage Corporations to Respect Human Rights.” The consultation was also supported by the Office of the UN High Commissioner for Human Rights and further assistance was provided by Export Development Canada and PricewaterhouseCoopers.

I was appointed in 2005 by then UN Secretary‐General Kofi Annan, pursuant to a broad mandate adopted by the then UN Commission on Human Rights, to identify and clarify standards of corporate responsibility and accountability regarding human rights, including the role of states. In June 2008, after extensive global consultation with business, governments and civil society, I proposed a policy framework to the UN Human Rights Council (Council) for better managing business and human rights challenges. The Council was unanimous in welcoming the framework.

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Policy Perspectives on OTC Derivatives Market Infrastructure

This post comes to us from Darrell Duffie, Professor of Finance at Stanford University, Ada Li of the Federal Reserve Bank of New York, and Theodore Lubke of the Federal Reserve Bank of New York.

In our paper Policy Perspectives on OTC Derivatives Market Infrastructure (Federal Reserve Bank of New York Staff Report No. 424), we address market design weaknesses in the over-the-counter (OTC) derivatives market that were identified through the crisis, and discuss how the New York Fed and other regulators could improve the structure of this market.

In the wake of the recent financial crisis, OTC derivatives have been blamed for increasing systemic risk. Over-the-counter derivatives markets are said to be complex, opaque, and prone to abuse by market participants who would take irresponsibly large amounts of risks. Although OTC derivatives were not a central cause of the crisis, we find that weaknesses in the infrastructure of derivatives markets did exacerbate the crisis. As a result of failures of risk management, corporate governance, and management supervision, some market participants took excessive risks using these instruments. The complexity and limited transparency of the market reinforced the potential for excessive risk-taking, as regulators did not have a clear view into how OTC derivatives were being traded. If used responsibly, however, over-the-counter derivatives provide important risk management and liquidity benefits to the financial system as well as non-financial corporations and other market participants.

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Ownership’s Powerful and Pervasive Effects on M&A

John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School. This post relates to Professor Coates’ working paper, The Powerful and Pervasive Effects of Ownership on M&A, which is available here.

Mergers and acquisition (M&A) practices vary – indeed, practitioner lore is that every deal is unique.  But M&A deals have much in common.  M&A contracts, techniques, and outcomes vary systematically.  While practitioners exploit such patterns, few have been reported, analyzed, or considered in academic research, and not all practitioners fully reflect these patterns in their practices.  In a recent working paper, available here, I show that ownership dispersion is a first-order determinant of M&A practices.  Firms with dispersed ownership are more salient, and tend to be larger, but dispersion varies significantly even at large US businesses, and affects M&A deal size, duration, techniques, contract terms, and outcomes.

Privately held firms are an important part of the US economy, as is private target M&A. Most US business corporations had 100 or fewer owners, and those firms generated 20+% of corporate receipts in 2006.  Of businesses with more than $250 million in assets, only 18% were C corporations with 500+ shareholders.  Even at public companies, dispersion varies significantly.  A few have millions of record owners, and 500+ have 15,000+ shareholders. But 500+ “public” companies have fewer than 50 record shareholders, and over a third have fewer than 300 record holders.  These companies are the reverse of firms that have “gone dark” – they could deregister with the SEC, but instead voluntarily choose to “remain lit” and file regular reports.

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