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I often think about this Wall Street Journal article from 2015 about Mylan and its reincorporation to the Netherlands:

At a heated meeting with Mylan NV’s executive team in a Manhattan conference room in May, several investors complained about the drug maker’s resistance to a $40 billion takeover proposal from Teva Pharmaceutical Industries Ltd.

Executive Chairman Robert Coury leaned across the table and retorted, in language laced with expletives, “This is a stakeholder company, not a shareholder company,” according to multiple attendees, meaning his constituents went beyond investors and he wasn’t obligated to agree to a tie-up.  Mr. Coury got his way….

Mylan’s resistance to Teva’s proposal was aided by an acquisition that moved the company’s legal home in February from Pennsylvania to the Netherlands—part of the wave of tax-trimming “inversion” transactions that swept American business last year. Mylan, whose senior management remain based in Pennsylvania, gained not just tax savings, but a Dutch corporate rule book that gives companies more levers to resist takeovers….

Dutch policy makers have spent the past decade touting the benefits of Dutch law to global corporations as part of an effort to turn the Netherlands into a management-friendly bastion.

The article’s a bit circumspect…

Villanova University Charles Widger School of Law and the John F. Scarpa Center for Law and Entrepreneurship are pleased to host the Nineteenth Annual Meeting of the Midwestern Law & Economics Association (MLEA) October 18-19, 2019 in Villanova, Pennsylvania. Presentations will begin Friday morning and end late afternoon on Saturday.

Villanova invites participants from across the nation (not just the Midwest) and abroad. Papers can be on any topic that touches on law and economics. This includes, for example, papers with empirical analysis and economic modeling, as well as papers that address legal doctrine or theory that have been informed by economic thought. To apply, submit a paper or abstract to Tammi Etheridge (Tammi.Etheridge@law.villanova.edu) no later than 4:00 pm EST on Friday, August 9, 2019.

There are no registration or membership fees. Participants will finance their own travel and hotel costs. Please register at https://app.smartsheet.com/b/form/c993420b5e284ac2b073d7931ccf9725. A block of rooms at The Radnor Hotel has been reserved for conference participants at a rate of $165/night (excluding tax). You can book by calling the hotel directly at (610) 688-5800. Use Group ID “Midwestern Law and Economics Conference” to receive the special conference rate. You will need to reserve your…

When I first met co-blogger Haskell Murray at SEALSB, we talked about running.  Last month, he shared stories of inspirational runners embodying toughness, self-discipline, humility, and perseverance.  I loved his post.  Yesterday at a family gathering, my sister ribbed me for telling everyone and anyone who would listen about one of the most inspirational books I’ve ever read: Running for My Life: One Lost Boy’s Journey from the Killing Fields of Sudan to the Olympic Games.  While running this morning with a friend, I found myself proving her point.  And when I saw that three days ago, Another chapter in the amazing life story of the Bowerman Track Club’s Lopez Lomong had been written, I decided it was my turn to share with BLPB readers about one of the runners who most inspires me.

As a six-year-old, now two-time U.S. Olympian Lopez Lomong was taken from his mother’s arms by soldiers during a church service in Sudan.  After several weeks, he and three older boys he calls his “angels” escaped from a rebel prison camp and ran towards what they thought was their village, Kimotong.  Instead, they were running towards Kenya, where they encountered border guards who…

This just in from Ellen Yee at Drake Law School:

POSITION ANNOUNCEMENT – DIRECTOR OF THE ENTREPRENEURIAL/TRANSACTIONAL LAW CLINIC AND ASSISTANT/ASSOCIATE/PROFESSOR OF LAW

DRAKE UNIVERSITY LAW SCHOOL invites applications for the position of Director of the Entrepreneurial/Transactional Law Clinic. The position may begin in either the Spring 2020 or Fall 2020 semester and will be a twelve-month position. The directorship will be annual or long-term contract depending on the candidate’s qualifications and preferences. Duties will include supervising and assessing Clinic students representing nonprofit organizations and emerging entrepreneurs.   The Clinic primarily focuses on assisting startup businesses and nonprofits in underserved communities in Polk County, Iowa that are not able to afford retained counsel.   In addition, graduate students and other researchers at Iowa State University provide another source of Clinical transactional cases, many of which include advanced issues involving tech transfers, capital structures, and software licensing. The Director will have the opportunity to build on the success of the existing clinic, which serves a vibrant, diverse community of innovators.  In addition, there may be opportunities to teach doctrinal and experiential-learning courses depending on the law school’s curricular needs.

Candidates must possess a J.D. or comparable law degree and be admitted to, or…

I’m intrigued by this unusual Section 11 decision out of the Third Circuit, Obasi Investment LTD v. Tibet Pharmaceuticals, Inc, 2019 WL 3294888 (3d Cir. 2019).   A company called Tibet held an IPO, but the registration statement failed to identify financial troubles at its operating subsidiary.  Eventually the subsidiary’s assets were seized, Tibet’s stock price plunged, and trading was halted.

A class of plaintiffs brought a Section 11 claim against, you know, everyone they could get their hands on, including two individual defendants: Hayden Zou and L. McCarthy Downs.  Zou was a Tibet shareholder who had come up with the idea for an IPO in the first place, and approached Downs, who was a managing director for an investment bank called Anderson & Strudwick (“A&S”).  A&S ended up underwriting the offering, and for reasons that are not explained, A&S agreed with Tibet that after the IPO, two A&S designees would serve as nonvoting Board observers for the foreseeable future.  Those designees were Zou and Downs, and the registration statement explained that even without votes “they may nevertheless significantly influence the outcome of matters submitted to the Board of Directors for approval.”

When the plaintiffs sued, they argued that Zou and Downs were proper Section 11 defendants, because that statute imposes liability on “every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner.” 15 U.S.C. §77k(a)(3). 

The Third Circuit, in a 2-1 split, held that Zou and Downs were not named in the registration statement as performing functions similar to those of directors.

And honestly this is sort of a stream of consciousness about the decision, which got very very long, so behind a cut it goes:

[More under the jump]

The AALS Employee Benefits and Executive Compensation Section has a call for papers touching on investment advice and retirement savings.  There is so much going on on this front with the DOL getting ready to put its own gutted revamped fiduciary rule out, the new SEC Regulation Best Interest, and so many other things happening.  Plus, with over 10,000 Boomers turning 65 each day, these issues will only get more and more attention in the years ahead.

 

Call for Papers

Section on Employee Benefits & Executive Compensation

2020 AALS Annual Meeting

January 2-6, 2020 – Washington, D.C.

 

The AALS Section on Employee Benefits and Executive Compensation is pleased to announce a Call for Papers for the section panel for the 2020 AALS Annual Meeting.  The Employee Benefits and Executive Compensation section panel is scheduled from 3:30-5:15 p.m., January 2, 2020.  The panel is graciously co-sponsored by the Sections on Aging and the Law, Employment Discrimination, Labor Relations and Employment Law, and Poverty Law.

The topic for this year’s Employee Benefits and Executive Compensation panel is:

The Road to Wellbeing: Navigating the Potholes to Lifetime Financial Security

Panel Description: Although traditional employer-provided retirement and health…

Like co-blogger Joan Heminway, I felt it a great honor and pleasure to attend the second annual Women’s Leadership in Legal Academia Conference last week (thanks, Joan, for bringing it to my attention via the BLPB!).  It was a fabulous two days – an opportunity to reconnect with colleagues from around the country, meet new ones, learn a ton, and participate in many highly-engaging discussions.  And as a UVA JD/MBA, it was also a wonderful chance to return to C’ville, catch up with a few former professors, and buy a much needed new pair of running shoes (Nike outlet new since my time!).

I loved Joan’s “mini-workshop.”  It really challenged teams of attendees to grapple with difficult scenarios (see yesterday’s post), provided valuable leadership insights, and reminded me of summer reading I want to do!  During the workshop, Joan mentioned the book Emotional Intelligence.  It’s been on my “must read” list for years.  Overall, the scenarios brought to life the emotional savvy (and regulation) essential to great leadership, and left me with two overarching thoughts.  First, in any situation, doing one’s best to understand the persons (including oneself!) and complexities involved is foundational to effective leadership.  It…

I’ve previously blogged in this space about Shari Redstone and her conflicts with the CBS board.  Last week, New York Magazine published this fascinating article about Shari Redstone’s corporate battles and her relationship with her father, Sumner Redstone.  Shari Redstone refused to participate and thus much of it appears to have been drawn from other sources, but it was all new to me, and the anecdotes make for a fascinating – and eyebrow raising – read.  Here’s a taste:

In retrospect, it took some chutzpah for Moonves to take Redstone to court, when as reporting would later show, he was busily covering up the sexual-assault allegations against him. Less than six months later, he was gone. So were Gifford and most of the other elder men on the board who’d backed Moonves. …. CBS and Viacom are once again talking about merging, though Redstone cannot be officially involved until negotiations are further along. If the merger goes through, as it well may this summer, she will have cemented her control of a $30 billion media kingdom.

And Moonves’s stunning downfall has given Redstone, for all her wealth, something she’s never had before: a narrative that justifies her own rise.

…