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Anne Tucker

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Anne Tucker teaches and researches contracts, corporations, securities regulations, and investment funds.

Tucker’s research focuses on three areas of business law. The first is on the regulation and administration of funds (both public and private funds) and how pooled investments can achieve significant personal and social ends, such as retirement security and private funding for social entrepreneurship. Second, she focuses on impact investing and contract terms that reinforce impact objectives alongside financial returns. Third, she studies corporate governance, including the role of institutional investors as shareholders. Read More

Karen Kelsey at the Professor Is In wrote an insightful post about the on-campus interview portion of academic jobs.  Having come to academia straight from practice, I would have loved to read something like this before going on the market.  As as someone who has served on search committees  5 out of the last 6 years, I wish that all candidates had this level of awareness about the role and purpose of the on-campus interview.  

Candidates have to demonstrate that they are excellent scholars, excellent teachers, and good departmental colleagues. Beyond that, they must show that their scholarship, teaching, and service are suited to the particular campus, department, and job. And they have to convey that they [are] engaging and pleasant to be around. 

While most of the BLPB readers are gainfully employed academics and lawyers so this article isn’t relevant to you directly, but it may be a good resource as we mentor folks interested in academic careers or any professional job with extensive interviewing.

-Anne Tucker

Earlier today, Reuters published a fascinating investigative journalist piece by Joshua Schneyer & Brian Grow raising questions about Dow Chemical’s CEO Andrew Liveris.  Drawing facts and allegations from internal auditor reports, filings in retaliation and employment suits, Dow documents regarding Liveris’s nearly $720,000 reimbursement of improper spending, and documents related to an alleged pet charity in Greece create the backdrop for an interesting story that suggests officer wrong-doing and raises fiduciary duty concerns.  This may be an interesting story to watch unfold, or at least a great afternoon procrastination excuse.

-Anne Tucker

The following guest blog post on my recent article,  Institutional Investing When Shareholders Are Not Supreme, is available at Columbia’s Blue Sky Blog discussing institutional investors’ attitudes towards alternative business forms and similar issues raised by Etsy’s IPO.

-Anne Tucker

Last week the New York Times hosted a debate about the Public Corporation’s Duty to Shareholders.  Contributors include corporate law professors Stephen Bainbridge, Tamara Belinfante, Lynn Stout, David Yosifan and Jean Rogers, CEO of Sustainability Accounting Standards Board.

This collection of essays is not only more interesting than anything that I could write, but it is also the type of short, assessable debate that would be a great starting point for discussion in a seminar or corporations class.  

-Anne Tucker

In December, 2014 the Second Circuit in US v. Newman addressed liability of remote tippees.  In Newman, a lawyer told a friend who told a roommate information regarding the sale of SPSS Inc. to IBM that found its way into later trades by a cohort of analysts at hedge funds and investment firms. (Op. at 5-7).  The Second Circuit in  Newman  vacated insider trading convictions and narrowed the standard for “improper benefit”, reconsideration of which was denied last week, and thus stands pending review by the U.S. Supreme Court.  To qualify as an improper benefit under Newman, there must be proof of a meaningfully close relationship, where the “the personal benefit received in exchange for confidential information must be of some consequence.” (Op. at 22).  Newman also made clear that liability standards are the same whether the tippee’s liability arises under the classical or the misappropriate theories. (Op. at 11).

Judge Jed S. Rakoff, of Federal District Court in Manhattan, issued an order denying a motion to dismiss the SEC’s civil charges against Daryl Payton and Benjamin Durrant III, defendants in Newman who received their information from the roommate of the friend of the lawyer.

On March 25, 2015, the SEC Commissioners unanimously adopted final rules amending Regulation A, effective in 60 days,  extending an existing exemptions for smaller issues as required under Title IV of the Jumpstart Our Business Startups (JOBS) Act.  SEC information on the new regulations are available here and commentary is available here.

The SEC Release states that:

The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements. 

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The final rules, often referred to as Regulation A+, provide for two tiers of offerings:  Tier 1, for offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer; and Tier 2, for offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer. Both Tiers are subject to certain basic requirements while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.

The final rules pre-empt states from reviewing and approving Tier 2…

Today marks my return to blogging after a brief (3 weeks) respite, and what better way to be welcomed back than with news of a mega-merger?!?  Today, Kraft Foods, a publicly traded company, and H. J.Heinz, owned by Warren Buffett’s Berkshire Hathaway and Brazilian private equity firm 3G, signed a multi-billion dollar merger agreement to create what will become the third largest food company in North America. 

Under the proposed merger Kraft shareholders will receive 49% of the stock in the newly merged company, plus a cash dividend of $16.50 per share, representing a reported 27% premium on Kraft’s trading stock price as of Tuesday, March 24th which closed at around $61.33/share.  

The stock market reacted positively to the news with Kraft stock opening around $81/share and climbing up to $87 and settling down in the low $80’s (it was trading at $82/share around 2:00 pm). You can track the stock price here.  The immediate bump in price casts some shadows on the Kraft stock premium agreed to in the deal.

Among the possible legal hurdles are antitrust concerns, but the deal doesn’t raise red flags on its face given the little overlap between the two

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On Monday the White House released a report on The Effects of Conflicted Investment Advise on Retirement Savings which highlights the unique constraints of many retirement investors.  The current “suitable” investment advise standard leaves room for financial service provides to channel retirement investors into investments with higher fees paid by the investor but higher commissions earned by the professional.  Higher fees paid on investments can reduce the return on savings an average of 12% over the life of the retirement account.  In other words, paying less in fees could mean that retirement savings could last an average of an additional 5 years.  This has major implications for individual financial stability as well as our national retirement policy, which is increasingly dependent upon self-directed retirement savings in the form of 401(k)s and IRAs.

To reduce the conflict of interest and lessen the likelihood that retirement investors will “select” higher-fee investment vehicles based on the self-interested advise of financial services providers, the White House is asking the Department of Labor to impose a fiduciary duty standard requiring the advise provided to be consistent with the best interests of the investor.  This is such an intuitive position that many investors…

Georgia State University College of Law located in Atlanta, Georgia is recruiting for a new faculty member to join the Phillip C. Cook Low Income Taxpayer Clinic.    As leadership in the clinic are looking to transition the new hire will likely serve as the Director of the clinic given the experience level of the candidate.  The clinic is funded by the IRS, private donors and the university so it is a secure job line.  We are posting this announcement out of cycle and the position will remain open until filled which means that recruitment may likely extend through next fall. The Committee is interested in lateral applicants, those pursuing training in clinical education and individuals with significant tax practice experience who may be new to clinical teaching.  The job posting is available here. 

-Anne Tucker