ProfessorBainbridge.com

A new The Profit Motive video

Bruin the Betta

My male Mustard Gas Betta Bruin (to be sure, he's not exactly the UCLA colors) and his red cherry shrimp tank mates.

 

 

The Parable of the Talents

I'm giving a talk today on "The Law and Economics of the Parable of the Talents" at the University Catholic Center at UCLA Faculty/Staff Winter Quarter Gathering.

— Steve Bainbridge (@PrawfBainbridge) February 17, 2023

My talk on the Parable of the Talents is based on my chapter in Research Handbook on Fiduciary Law 97 (Edward Elgar Publishing; D. Gordon Smith & Andrew S. Gold eds. 2018) https://t.co/9JsW3985vn

— Steve Bainbridge (@PrawfBainbridge) February 17, 2023

I recorded a video of myself presenting this talk, which I posted to YouTube: A Law and Economics Analysis of the Parable of the Talents https://t.co/0ylI7cRmfb

— Steve Bainbridge (@PrawfBainbridge) February 17, 2023

Management Buyouts: A ProfessorBainbridge.com Video

A management buyout (MBO) occurs when a public company's management team purchases the company from its shareholders. The substance of the transaction typically is a leveraged buyout. The form can be either a merger between the company and an acquisition corporate shell set up by the management group or a two-step acquisition in which management first makes a tender offer and then freezes out any remaining shareholders with a merger. Management often will seek a private equity fund to serve as a financial partner.

The transaction can produce significant gains, but it also poses a serious conflict of interest. Managers are simultaneously acting as agents of the shareholders and as buyers. In effect, they are on both sides of the deal. In addition, because management typically will have private information, some regard MBOs as simply a very large insider trading transaction.

This video explains how MBOs work and provides an overview of judicial review.

Yours truly appeared in a program on ESG

What is a Poison Pill? And Why do Corporations Use Them?

In April 2022, Elon Musk bought a ~9% stake in Twitter. In response, Twitter's board adopted a shareholder rights plan--more commonly known as a poison pill. In this video, I explain what a poison pill, how it works, and why companies use them. If you want even more information about the poison pill, my book Mergers and Acquisitions has an extended treatment. https://amzn.to/38Pkj06

My third video on business valuation is now up on YouTube

This one focuses on the Capital Asset Pricing Model (CAPM), Beta, and using them to calculate discount rates.

Professor Bainbridge on Executive Compensation under Delaware Corporate Law: A ProfessorBainbridge.com Video

Professor Bainbridge on Corporate Law: Videos

I've created a playlist on Youtube of my videos on corporate law. You can access it here.