Happy (Almost) New Year!  As 2016 draws to a close, I offer three quick hits of interesting recent business law developments:

First:  The endlessly-running case of Erica P. John Fund v. Halliburton has finally settled!  Halliburton has been a particular obsession of mine lo these past 6 years or so, and I even attended the Fifth Circuit oral argument held in September.  (My report of that argument is here, where I link to my prior blog posts on the subject).  I’m sort of sad to see it go, even though I found many of the opinions frustrating.  In any event, Alison Frankel has a nice retrospective of the case, including how David Boies ended up as lead attorney for the plaintiffs after the death of his daughter, the previous lead.  

Second: I previously posted about Facebook’s move to create a nonvoting class of stock, essentially as a mechanism to allow Mark Zuckerberg to have his cake and eat it too (i.e., divest his stock while still maintaining voting control).  The move was duly approved by an independent special committee, but – as was recently revealed in a shareholder lawsuit – one of the committee members appears to have been a double agent.  According to the plaintiffs, Marc Andreessen kept Zuckerberg informed of the committee’s deliberations, even going so far as to text Zuckerberg realtime advice on his negotiations during a conference call with the committee.  He apparently contacted Zuckerberg to tell him what the committee’s main concerns were, and to warn him what the committee planned to do.  He also apparently kept Zuckerberg informed of his progress in persuading the recalcitrant committee member – Erskine Bowles – to accept the proposal.  You can read articles about it here and here, or just pull the recently unsealed August 30 brief from In re Facebook Inc Class C Reclassification Litigation, 12286-VCL, but either way, I smell business law exam scenarios. (Maybe I shouldn’t have said that.)  Notably, Andreessen’s loyalty to Zuckerberg, despite his nominal independence, is exactly the kind of thing that apparently has Strine’s – and the Delaware Supreme Court’s – attention.

Third: Surprise!  The Tenth Circuit just held that the SEC’s ALJ’s are “inferior officers” and therefore their current method of appointment is unconstitutional.  The decision creates a circuit split with the DC Circuit in Raymond J. Lucia Companies v. SEC, 832 F.3d 277 (D.C. Cir. 2016), and pretty much assures Supreme Court review – possibly with a newly-appointed justice of Trump’s choosing.   And that makes me wonder whether we’re about to witness some radical changes to the structure of the administrative state.

Here’s to 2017 – there will be no shortage of change to keep us busy!