ProfessorBainbridge.com

Google = Big Brother?

From FT.com:

Google?s ambition to maximise the personal information it holds on users is so great that the search engine envisages a day when it can tell people what jobs to take and how they might spend their days off. ... The race to accumulate the most comprehensive database of individual information has become the new battleground for search engines as it will allow the industry to offer far more personalised advertisements. These are the holy grail for the search industry, as such advertising would command higher rates.

If privacy matters as much as some people say and markets work as well as some people say, there ought to a search engine that can attract business away from Google by offering anonymity and strict privacy protections. If not, I may need to rethink my view that government is a lot scarier than business.

Law Firm IPO

Larry Ribstein's been predicting that a law firm will go public for quite a while now and he's finally got a data point:

As discussed in the Sydney Morning Herald:

Slater & Gordon Ltd . . . became the first law firm in the world to list on a stock exchange on Monday. Already the firm's principals along with initial investors have booked a princely premium with the stock closing at $1.40, after gaining 40 cents on the initial public offer (IPO) price. The market endorsement come despite the firm's prospectus warning investors they are third on the list of its priorities, behind primary duties to the court and its clients ...

... Yes, I know, this can't happen in the US, yet, because law firms here can't have non-lawyer owners.  But it can happen in the UK, where I'm sure law firms are looking closely at this development.  And if it works over there and in Australia, at least some lawyers over here will be wondering whether it would work here too -- if the rules allowed it. And rules can be changed.

Some thoughts:

1. It is interesting that the firm in question is (a) already national in scope, (b) specializes in plaintiff's class actions and personal injury suits, and (c) is looking to grow by acquiring other firms. The use of proceeds disclosure informs us that almost half of the money to be raised will go to advertising and acquisitions. It makes sense that such a firm would need to raise a lot of capital. They need a steady stream of clients, which requires lots of advertising. The same would be true of large US plaintiff's bar firms (almost all the lawyer advertising I see is for some variant on plaintiff-side litigation). They may also need cash to fund various forms of acquisition costs (buying out deadwood, incentivizing rainmakers to stay, and so on).
2. Query whether the classic "white shoe" law firm would need a large capital infusion. They don't advertise and presumably can fund growth from internal resources or debt. Also, such firm's clients may not want the disclosures that might be required of a public law firm.
3. Who's going to invest in a firm that has higher obligations to courts and clients? It doesn't strike me as a very attractive investment.
4. The value of a law firm is almost entirely the sum of the huiman capital of its lawyers. If law firms start going public, what effect will there be on lawyer mobility? After all, imagine your firm does a big IPO and the next day your 5 biggest rainmakers move to another firm. What happens to your stock price (can you say plummet?)? Do you get sued for not having adequately disclosed this risk? My guess is that the rise of public law firms would be accompanied by much more extensive use of non-competition agreements, litigation over client lists, and so on.
5. In the comment section of Larry's post, Robert Schwartz asks a pertinent question: "I still want to know why lawyers should want to be public when all of their clients are going private?" Which leads to my next point:
6. Peter Lattman reports that Mike Dillon, the GC of Sun, predicts that "The traditional law-firm model is going the way of the Mastodon." According to Dillon, "law firms serve primarily as aggregators of specialized legal expertise. The premise has been that by combining multiple legal disciplines you can provide “one stop shopping” for current and prospective clients. This structure previously made sense." But, Lattman reports, Dillon believes that the internet has changed things so that:

... a GC “can easily send an email to my network of other in-house attorneys or within professional associations like the ACC and get referrals.” Not to mention all the information available on attorneys via the Web. The result: Dillon and his team can increasingly identify and engage specific legal talent directly.

Dillon cites as an example Sun’s use of Foster & Associates, a five-person boutique, for all its employment-litigation work. Why? “They focus only on employment law, are very good at what they do, understand our business, get excellent results and are very cost effective,” writes Dillon. “They don’t have the overhead of supporting attorneys practicing in other areas.” He adds that Sun recently chose a small number of law firms to support us as “preferred partners” because these firms “get it” and “are receptive to looking at new ways to drive down their (and our) cost structure.”

“My point is that the epoch of the current law firm model - which derives its profitability from growing scale and raising hourly rates - will soon be over,” Dillon writes.

If Dillon's right, what future is there for the large, IPO-funded public law firm?

Advice for treatise and casebook writers

If you're writing a textbook, treatise, case book or the like, never use the word recent or any variation thereof to describe a case, statute, or anything else. When you do the second edition, the development in question will not longer be all that recent and you'll have to go through the text to pull out all such references. (An exception might be made for property law and the like, where "recent" includes cases that happened 500 years ago.)

Lubben versus LoPucki

Stephen Lubben summarizes (and links) a new paper in which he takes on my friend and colleague Lynn LoPucki:

Unless you’ve been living under the well known rock, you know that for the last couple of years the bankruptcy community has been riveted by Lynn LoPucki’s controversial thesis that Delaware is the central part of a system where “competing bankruptcy courts offer high fees to bribe the lawyers to bring them cases.” In particular, as I understand Lynn’s argument, he contends that Delaware is so desirous of big corporate cases that it (a) bribes professionals to come to Delaware and (b) goes easy on the 1129(a)(11) feasibility analysis, leading to more refilings.

One of these days, I've just got to figure out a way to rivet the corporate community. Anyway, Lynn's book Courting Failure, which is the main statement of what Lubben calls Lynn's "controversial thesis," is a great read for both corporate and bankruptcy types, but will also be of interest to students of federalism. It's "highly accessible" even to non-lawyers, as well as "clear and alarming," according to the reviews at Amazon.

Mutual Funds and Shareholder Activism

In Shareholder Activism and Institutional Investors, I explained that financial relationships between portfolio firms and institutions provide a significant constraint on shareholder activism:

... corporate managers are well-positioned to buy off most institutional investors that attempt to act as monitors. Bank trust departments are an important class of institutional investors, but are unlikely to emerge as activists because their parent banks often have or anticipate commercial lending relationships with the firms they will purportedly monitor. Similarly, insurers “as purveyors of insurance products, pension plans, and other financial services to corporations, have reason to mute their corporate governance activities and be bought off.” Mutual fund families whose business includes managing private pension funds for corporations are subject to the same concern.

This intuition finds support in a recent paper by Cremers and Romano, which:

... examines the impact on shareholder voting of the mutual fund voting disclosure regulation adopted by the SEC in 2003, using a paired sample of proposals submitted before and after the rule change. We focus on how voting outcomes relate to institutional ownership and the voting behavior of mutual funds.

While voting support for management has decreased over time, there is no evidence that mutual funds' support for management declined after the rule change, as expected by advocates of disclosure. In fact, in the context of management-sponsored proposals on executive equity incentive compensation plans, mutual funds appear to have increased their support for management after the rule change. We also find that this result is not due to changes in compensation plan features, nor that voting outcomes were plausibly related to broker voting, which was eliminated in a parallel 2003 stock exchange rule change.

In other words, while mutual funds may not be a 100% automatic pro-management vote anymore, the likelihood of significant activism of the Bebchuk sort from such funds remains remote.

Director Primacy Can Survive Shareholder Activism

Deal Journal reports:

Motorola won its heavyweight proxy fight with activist investor Carl Icahn roughly two weeks ago.

Now we get to see the conclusion of the corporate CSI team’s investigation. In short: Icahn’s proxy war was done in — in part — by an engaged, proactive board. 

The notion that shareholder activism will not inevitably beat such a board is a core part of the argument I advanced in Shareholder Activism and Institutional Investors. As I explained therein, institutional investor activism is rare and limited primarily to union and state or local public employee pensions.

Via the Harvard Corporate Governance Blog, we are directed to a Wachtell Lipton memorandum on Lessons from the Recent Motorola/Icahn Proxy Contest. Among these are:

The recent failure by Carl Icahn to win a seat on the Board of Directors of Motorola, Inc. serves as a reminder – in a time of ever-increasing shareholder activism – that the dissident does not always prevail. Institutional investors will support an incumbent Board, even in the face of disappointing operating results, if the Board shows that it is engaged and proactive and that the dissident’s nominee will not add value.

Despite the substantial influence of proxy advisory firms such as ISS and Glass Lewis, responsible institutional stockholders will make up their own minds, and remain skeptical of short-slate nominees who do not clearly add value or articulate a plan. This underscores the importance of developing a strong, clear and consistent message and communicating it directly to key stockholders. Meetings are more effective than newspaper ads.

The SEC and Delaware

Peter Lattman reports:

As if it wasn’t already influential enough, the Delaware state legislature recently amended its constitution to allow the SEC to ask the Delaware Supreme Court to answer questions of Delaware law. Here is a page-one story from Saturday’s Wilmington’s News Journal on the news (HT: Pileggi).

Allowing the SEC to appeal questions of corporate law to the Delaware courts will likely expand the court’s influence. Before this amendment, the Delaware Supreme Court could accept appeals on questions of Delaware law from its lower courts (e.g., the Court of Chancery), the federal courts and other states’ highest courts. Now, the SEC can ask the Delaware justices to weigh in on sticky issues with which it’s wrestling.

“Our motivation is to advance a direct interpretation of Delaware law,” said Chief Justice Myron Steele (pictured) in a statement. “It reaffirms that we work with the federal government in corporate governance for the benefit of shareholders and companies.”

Said Brian Cartwright, the general counsel of the SEC (click here for a Law Blog post on him): “In our constitutional system, federal and state law coexist side-by-side, each with its distinctive role. As a result, the administration of the federal securities laws often requires interpretation of state law. I am delighted that the SEC now has this new ability to obtain definitive answers to important questions of Delaware law.”

Will the SEC use that power in connection with shareholder proposals under Rule 14a-8? As I explain in my Corporation Law and Economics treatise:

Under Rule 14a-8, a shareholder-proponent who has owned at least 1% or $2,000 (whichever is less) of the issuer’s voting securities for at least one year prior to the date on which the proposal is submitted, may submit one proposal per year and a supporting statement of up to 500 years. If eligible for inclusion, the proposal and supporting statement must be included in the company's statement and the company's proxy card must include the proposal as one of the issues on which shareholders may vote.

If you closely examine a large number of shareholder proposals, you will notice that most are phrased as recommendations. The use of precatory language follows from Rule 14a-8(i)(1), which provides that a shareholder proposal must be a proper subject of action for security holders under the law of the state of incorporation. Recall that under state law, all corporate powers shall be exercised by or under the authority of the board. Consequently, state corporate law commits most powers of initiation to the board of directors—the shareholders may not initiate corporate actions, they may only approve or disapprove of corporate actions placed before them for a vote. The SEC’s explanatory note to Rule 14a-8(i)(1) recognizes this aspect of state law by explaining that mandatory proposals may be improper. The note goes on, however, to explain the SEC’s belief that a shareholder proposal is proper if phrased as a request or recommendation to the board.

Shareholder amendments to the bylaws may constitute an exception to general rule that proposals cannot mandate board action. A bylaw that relates only to a specific business decision probably is invalid, as an improper intrusion on the board’s exclusive power to make ordinary business decisions. Broader, more fundamental bylaws, especially ones that impose constraints rather than order the board to take action, however, pose a more difficult set of problems. The legality of such bylaws under state corporate law is sharply contested. Where lawful, however, a mandatory shareholder proposal to adopt such a bylaw presumably could not be excluded under Rule 14a-8(i)(1).

The Delaware Supreme Court has never resolved the conflict between DGCL section 109 (on bylaws) and 144 (on the powers of the board). I discussed this issue a while back in  a TCS column. There's also a more detailed treatment in Corporation Law and Economics. In brirf, I think the board's powers under section 141 prevail and that any substantial limitation on the discretion of directors must be in the articles of incorporation.

Will the SEC use its new power to ask the Delaware Supreme Court for an advisory opinion on the valdiity of bylaws constraining director discretion?  If so, will the Del Sup Ct give them a straight answer? If so, will the Court get it right (i.e., such bylaws are invalid and their proponents should be cast into the outer darkness)? If so, will the Supreme Court cite me?

Stay tuned. With the SEC undertaking a review of shareholder voting, this could get real interesting real fast.

Update: Larry Ribstein comments on the new provision. Francis Pileggi links to a local Delaware news story on it, which states:

The action provides another example of Delaware's careful cultivation of its dominant position in the law that governs the internal workings of American businesses. Legal experts said the amendment has the potential to expand the power of the state Supreme Court in establishing nationally significant rules of corporate governance.

"It reasserts the dominant role of Delaware in corporate law," said Charles M. Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware. ...

The amendment is designed to keep the SEC from having to guess at what the Delaware's highest court would rule on issues of corporate governance. The Delaware Supreme Court is considered the "last word" on matters of corporate law.

An example of the type of question the SEC could ask the court is whether Delaware law would permit shareholders to force a board to include a competing slate of directors in the company's proxy statement, lawyers said. ...

Hamermesh proposed another reason the SEC may be willing to certify questions to the Supreme Court. "It may be passing the buck. It takes them out of hot water when they have to make decisions about matters that are controversial politically," Hamermesh said.

(1) It will indeed cement Delaware's position. The more determinate Delaware law becomes, the more attractive it becomes to transaction planners who crave predictability and certainty. (2) The proxy - shareholder proposal -bylaw issue is precisely the sort of political hot potato (in our little corporate law world) that the SEC is likely to want to duck.

More on Law in Fantasy

Apparently prompted by my recent exchange with Dave Hoffman (or not), there is a new Law and Magic Blog. In the first post, Christine Corcos writes:

Professor Bainbridge also suggests that there isn't a lot of law in magic lit; I actually suspect that there is. Those of us in the legal academy interested in law and lit haven't yet turned our attention to it, but in literature departments literary types probably have done so. ... Consider Tolkein's The Lord of the Rings. Even though the rules governing the Shire are not immediately recognizable as English common law, they are recognizable as law. Think about Bilbo's disposal of his possessions. Property law! Think about Gollum's belief in his right to that ring. Finders keepers. Property law again. Frodo takes it from him. By what right? One of my current favorite tv shows is The Dresden Files, based on a series of books by Jim Butcher. That series mixes magic and law quite successfully. Indeed the series tracks two kinds of legal systems--human and magical--and Harry Dresden, the wizard hero, has quite a time trying to stay out of trouble with both sorts.

The point Dave and I were making, however, was that law is not a major plot element in traditional epic (especially sword and sorcery) fantasy. It is very much in the background. In LotR, for example, law crops up only indirectly when the Sackville-Baggins insist on seeing Bilbo's will. Hardly a key plot point.

It is true that law does crop up more often as a plot element in contemporary fantasy. Yet, as Dave points out in a comment, the law involved is almost always criminal rather than civil. I've read about five of the Dresden Files books and Harry's troubles are almost always with the criminal law. BTW, The Dresden Files is one of those rare cases in which the TV show is better than the books (the books have wandered a little too far off into fairyland for my taste). Let's hope the SciFi Channel renews it. (There's a website devoted to saving Harry Dresden.)

The same is true of the Anita Blake series, even though an early Blake novel introduced the fascinating premise of raising a decedent as a zombie to help settle a dispute over the decedent's will. Unfortunately, instead of exploring such potential uses of magic, Laurell K. Hamilton decided to focus all of her attention on sado- masochistic sex and gory violence.

I still maintain that it is much harder to find law - especially civil law - playing a major plot role in fantasy - even contemporary fantsasy - than in science fiction.

I do have an idea for a fanfic project that would put law front and center, however. The backstory of the Anita Blake series includes a Supreme Court decision granting vampires "equal rights," as a result of which you need a warrant to kill them (something Blake then proceeds to violate repeatedly and in ever increasingly messy ways). I can't remember if we're ever told the name of the case (perhaps my colleague and Anita Blake fan Eugene Volokh will remember it). Presumably, the Supreme Court concluded that vampires are persons for purposes of the 5th and 14th Amendments, such that they're entitled to due process before being executed. Query whether the court also held that they are citizens for purposes of the privileges and immunities clause? In any case, a fun law and lit project might be drafting the briefs and even coming up with a transcript of the oral argument.

Of course, my copyright gurus Volokh and Petit will probably nix the project on legal grounds. Ironic, eh?

Hoffman on Hard Fantasy and the Absence of Law

It turns out that Dave Hoffman and I have more in common than just being corporate law professors and bloggers. We also both like fantasy. In an interesting post, Hoffman looks at the turn towards what he calls "hard fantasy." Several of the writers he discusses are new to me, so I'm going to be adding some of his suggestions to my summer reading list.

Dave then turns to a question that also interests me; namely, the absence of law in fantasy:

Finally, it is worth briefly thinking about the relationship between epic fantasy and law. Although the legal aspects of fantasy role playing games are now well- marked out, there has been little work (outside of the Potter verse) on how fantasy authors imagine legal rules' role in society. If epic fantasy is read largely by adolescent boys, this missing attention makes a great deal of sense. You don't see law review articles about Maxim. But, if fantasy, or hard fantasy, has become a literature for the rest of the population, it is worth thinking about the complete and total absence of civil law in these books, and the light touch of criminal law more generally. Is it impossible to imagine lawsuits and magic coexisting in the same society?

In fact, it's quite easy to imagine them coexisting. The Lord Darcy series combined mystery and police procedural with fantasy. In one of the early Anita Blake books, a zombie is raised to give evidence on a disputed will. Yet, as Hoffman points out, it is rare. In contrast, as Paul Joseph discusses in an interesting essay, law is common in science fiction. (Does that suggest that fantasy is less concerned with "social, religious, moral, and cultural consequences" than SF?)

The absence of law from fantasy is especially curious given that most fantasy takes place in a vaguely Middle Age, vaguely English setting. Law was pervasive in the Middle Ages. You had a substantial body of common law (especially dealing with property disputes), constitutional law (Magna Carta), statutes, canon law, and even transnational law in the form of the Law Merchant. Since many in those same era also believed in magic, why should one not be able to combine them?

Some good fantasy author ought to sit down with sources like Maine's Ancient Law or Hale's History of the Common Law of England and see what they come up with.

Daltrey on Live Earth

It's sort of refreshing to see a celebrity with a realistic view of the limits of the power of celebrity:

JUST when it looked like every rock star on the planet was jumping aboard AL GORE's green bandwagon, there?s a backlash already underway.

THE WHO's ROGER DALTRY has blasted the big Wembley gig Gore is organising to raise awareness of global warming. ... But Roger, who played with U2 at Live Aid and Live8, reckons the whole thing is a waste of time.

Speaking exclusively to Bizarre, Roger said: "Bo***cks to that! The last thing the planet needs is a rock concert. ...

"We have problems with global warming, but the questions and the answers are so huge I don't know what a rock concert's ever going to do to help. ...

Roger moaned: "What did we really achieve at Live 8? We got loads of platitudes and no action.

"Who were we kidding there?

Hewitt Slams Noonan

Hugh Hewitt blogs:

P eggy Noonan writes in today's OpinionJournal.com column:

"While the other candidates bang away earnestly in a frozen format, Thompson continues to sneak up from the creek and steal their underwear--boxers, briefs and temple garments."

If an orthodox Jew was in the running, would Peggy have added "yarmulke?" Or if a devout Catholic, a mention of a rosary or a scapula? I doubt it.  There are acceptable bigotries and unacceptable bigotries.  Anti- Mormon drive-bys that are good for a laugh play well in some circles -- the same circles that used to indulge Catholic and Irish jokes.

In the first place, that's awfully thin evidence on which to accuse someone of bigotry. Especially someone who has as much for modern conservatism as Noonan. But Hugh (and his sidekick Dean Barnett) are so enamored of Mitt Romney that anything - no matter how trivial - can be seen as a slight. Indeed, when one reads their blog posts re Mitt, one is reminded of the nonsexual crush George had on Tony the Miimbo. (Of course, I guess I won't be getting any sandwiches now.)

In the second place, notice Hugh asks what Peggy would have said "if a devout Catholic" were running. Hello? What about Rudy Giuliani, Sam Brownback, and Tommy Thompson? Has Hugh decided that none of them count as devout? I don't get it.

Update: Andrew Sullivan has more.

Delaware Supreme Court Nixes Direct Actions by Creditors in the Zone of Insolvency

I win. In North American Catholic Educational Programming Foundation, Inc. v. Gheewalla (opinion available here from Richards, Layton & Finger), the Delaware Supreme Court held that creditors have no standing to bring a direct cause of action for breach of fiduciary duty against directors and officers of a company operating in the so-called "zone of insolvency." In so doing, the court twice cited my article Much Ado about Little? Directors' Fiduciary Duties in the Vicinity of Insolvency. Initial analysis from RLF here. I will have more comments later, when I get a copy of the opinion from which I can extract quotes. In the meanwhile, it's interesting to note that even before the Supreme Court's decision, this article had received a very positive response from the Delaware courts.

• North American Catholic Educational Programming Foundation, Inc. v. Rob Gheewalla, 2006 WL 2588971 (Del.Ch. 2006) In which the Chancery Court cited an earlier Chancery decision Big Lots Stores, Inc., 2006 WL 846121, at *8, in which the court observed: “As numerous commentators have observed, creditors are usually better able to protect themselves than dispersed shareholders.” (citing Stephen M. Bainbridge, Much Ado About Little? Directors' Fiduciary Duties in the Vicinity of Insolvency, J. Bus. & Tech. L. (forthcoming) http:// ssrn.com/abstract=832504 at 30)) ...."
• Trenwick America Litigation Trust v. Ernst & Young, L.L.P. 906 A.2d 168 Del.Ch.,2006.: "FN75. In an incisive article and a thoughtful blog comment, Professor Bainbridge is critical of jurisprudence that expresses the view that directors owe fiduciary duties to the corporation itself, rather than a particular constituency of the corporation. See Stephen M. Bainbridge, Much Ado About Little? Directors' Fiduciary Duties in the Vicinity of Insolvency (forthcoming 2006), available at http:// ssrn.com/abstract=832504; Duties of Directors of Insolvent Corporations, http://www.professorbainbridge.com/2006/07/duties_of_direc.html (July 26, 2006). ... Professor Bainbridge's views regarding the substantive effect the question of insolvency should have on directors' ability to rely upon the business judgment rule and on the application of the derivative/direct claim distinction is identical to mine-short answer: none ...."

Copying Another Lawyer's Work

From the Law Blog:

Is it okay to lift language ? at length ? from another complaint for your own? That?s a question presented by a lawsuit seeking class-action status that we wrote about yesterday. It hits Google with more copyright-infringement claims.

The blog goes on to explain that "Grisman?s complaint, filed by Berman DeValerio in San Francisco and Lovell Stewart in New York, bears a striking resemblance" to "another putative class-action lawsuit filed by law firms Proskauer Rose and Bernstein Litowitz against Google."

Law Blog Question of the Day: Check the complaints out for yourself ? click here for the Proskauer/Bernstein complaint, and here for the Berman/Lovell complaint. Should lawyers be able to copy each other?s litigation documents?

The blog cites a law review article suggesting there is unlikely to be liability for copyright infringement here. It strikes me that the interesting questions are not the copyright ones, however, but rather the legal ethics ones. When I was in practice, I heard about a lawyer who wrote a memo on a recent legeal development for one client and billed that client for X hours work. He then sent essentially the same memo to a second client and charged that client for the same X hours work, even though all he done was change the client names. As I recall, he got into a fair bit of trouble with the bar.

What happans, however, when you're not copying your own work but someone else's? How much should a lawyer who copies another lawyer's work charge his client? Even in the context of contingent fee- based representation of a plaintiff, shouldn't the copying lawyer shave a few bucks off the bill if all he did was copy another lawyer's work?

FEI Survey says SOX Compliance Costs Fall 23%

Financial Executives International:

Section 404 compliance cost Corporate America less in year three of adoption than in each of the first two years. FEI polled 200 companies to gauge experiences in complying with Section 404. Responding companies have average revenues of $6.8 billion.

According to the FEI survey, which included 172 "accelerated filers" -- companies with market capitalizations above $75 million -- total average cost for Section 404 compliance was $2.9 million during fiscal year 2006, which represents a 23 percent decrease from 2005 totals. The data also shows reductions in internal and external costs of compliance, with internal staff time decreasing by 10 percent. The lower costs can be attributed to companies' increased efficiencies in complying with Section 404.

Despite the cost savings, 3/4 of the surveyed executives continue to believe that the costs of SOX exceed the benefits.

A couple of thoughts: (1) There is an irreducibale minimum in terms of manhours and technology costs, so don't expect to see annual 20% cost savings every year. (2) Many of these costs do not scale; i.e., they are fixed without regard to company size. Accordingly, when the non-accelerated filers begin having to become Section 404 compliant in the next year or so, they will face disporportionately high compliance costs. (3) The survey found no reduction in auditor costs. The savings were purely internal. Unless planned AS 5 significantly changes the way auditors approach their duties under 404, this share of compliance costs is likely to continue resisting shrinking. (4) If you're a lawyer for a publicly held company or a manager or director thereof looking to further pare SOX compliance costs, you need The Complete Guide to Sarbanes-Oxley.

Hedge Funds versus Labor

Yesterday, I posted an essay< /a> on the question of whether corporation law can do anything to promote the common interests of management and labor. I suggested both that there is very little in the way of such common interests and even less corporate law can do about them. As a supportive anecdote, I point to Larry Ribstein's analysis of the Chrysler buyout which concludes:

It's just a table for two, with capital and labor sitting across from each other, no referees, and a pie in the middle. If they can't agree on how to share it, capital picks up its marbles (not to mix metaphors) and walks away.  The unions know that just beyond the dog lie the gates of hell.

In other words, no search for common ground but rather good, old-fashioned take it or leave it bargaining.