Mergers & Acquisitions

Expert Analysis

• SEC Proposals Could Be Game Changing For Proxy Process

  

  Recently proposed rule amendments from the U.S. Securities and Exchange Commission could overhaul the proxy process by making it harder for proxy advisory firms to issue voting recommendations, and by changing the requirements for shareholders submitting proposals, say attorneys at V&E.

• Warren Bill Presents Powerful Headwinds For Private Equity

  

  If passed, Sen. Elizabeth Warren's private equity reform bill would protect companies being purchased by private equity, but impose significant restrictions on funds by eliminating the liability shield and favorable tax treatment they currently enjoy, say Jon Brose and Kevin Neubauer at Seward & Kissel.

• How To Hire Lateral Partners More Effectively

  

  Although lateral partner hiring is the preferred method of inorganic growth among law firms, the traditional approach to vetting does not employ sufficient due diligence by the hiring firm, says Michael Ellenhorn at executive search firm Decipher Competitive Intelligence.

• Aviation Watch: No Winners In Boeing-Airbus Trade Feud

  

  Recently announced U.S. tariffs against a range of European products are just the latest negative consequence of a 15-year trade dispute centering on subsidies to Boeing and Airbus — a conflict that has proven disastrous for all involved, says Alan Hoffman, a retired attorney and private pilot.

• Texas Could Take Page From Mass.'s Judicial Selection Book

  

  As Texas and other states review their judicial election processes, they would be well served by taking guidance from Massachusetts' Governor’s Council system, which protects the judiciary from the hazards of campaigning, says Richard Baker of New England Intellectual Property.

• Series

  Judging A Book: McKeown Reviews 'Conversations With RBG'

  

  Reading Jeffrey Rosen’s "Conversations With RBG: Ruth Bader Ginsburg on Life, Love, Liberty, and Law" is like eavesdropping on the author and his subject while they discuss how the restrained judicial minimalist became the fiery leader of the opposition, says Ninth Circuit Judge M. Margaret McKeown.

• Where A Litigator's Advice Can Improve Agreement Drafting

  

  Transactional attorneys should consider consulting with litigation counsel when drafting certain contractual provisions — choice of law, choice of forum, attorney fees and others — that could come into play in a broad range of substantive disputes, says Adrienne Koch at Katsky Korins.

• NY Tax Minutes: Trump Tax Updates, End To SALT Cap Suit

  

  This month's New York tax news features President Donald Trump — who seeks to change his tax domicile to Florida and continues lawsuits to prevent disclosure of his state tax returns — and a dismissal of the state's lawsuit challenging the federal cap on state and local tax deductions, say Timothy Noonan and Craig Reilly of Hodgson Russ.

• M&A 'Pure Omission' Claims Test Limits Of Securities Laws

  

  The plaintiffs in two recent federal appellate M&A cases did not successfully import so-called pure omission claims from Delaware fiduciary duty law into Section 14 of the Securities Exchange Act, but plaintiffs will likely keep trying to expand federal securities law on this premise, say Matthew Kilby and Rory Collins at FaegreBD.

• Opinion

  The SEC Should Do More To Fix Proxy Voting Process

  

  At its Nov. 5 meeting on proxy process, the U.S. Securities and Exchange Commission should clearly allow investors to vote with management when prudent to do so; hold those actively voting their shares to a stricter standard; and require greater transparency of proxy advisers, says law professor J.W. Verret of George Mason University Law School.

• Opinion

  Flat-Fee Legal Billing Can Liberate Attorneys

  

  Replacing hourly billing with flat-fee arrangements, especially for appellate work, will leave attorneys feeling free to spend as much time as necessary to produce their highest quality work, says Lawrence Ebner of Capital Appellate Advocacy.

• Spoliation Rule Remains Ambiguous Despite Amendments

  

  Although the Federal Rules of Civil Procedure were amended to provide a uniform standard of culpability for spoliation, cases with similar facts are still reaching differing results because the rule does not specify how a court should evaluate a party's intent, say attorneys at Pepper Hamilton.

• State Net

  Data Privacy Laws, Hackers Put Cyber Insurance In Spotlight

  

  The California Consumer Privacy Act and other state data privacy laws have not only motivated companies to rethink how they manage consumer data — they also have many organizations thinking more than ever about cyber insurance coverage, says Rich Ehisen of State Net Capitol Journal.

• Opinion

  End Attorney Fee Trophy Hunting In Securities Litigation

  

  A Delaware federal court's recent decision not to award attorney fees in Scott v. DST Systems is an important win for shareholders, but halting abusive fee hunting in securities litigation should be a priority for Congress and the U.S. Securities and Exchange Commission, says former SEC Commissioner Paul Atkins, CEO of Patomak Global Partners.

• 5 Trends Influencing RFPs For Law Firms

  

  Requests for proposals, the standard tool of companies evaluating law firms, are becoming better suited to the legal industry, says Matthew Prinn of RFP Advisory Group.