Restricting shareholder rights is not a new phenomenon. Companies frequently issue stocks with differential voting rights so that pre-IPO investors can maintain voting control. Many multi-class share companies give at least token voting rights to public shareholders. The most common structure is to give ten votes per share to insiders, and one vote per share…
Category: Blog Articles
This post is a follow-up my previous posts covering the Yahoo-Verizon merger.1 The Threat of Cyber-crime Cyber-crime is one of the greatest threats that businesses face,2 and it’s a problem that is only becoming more prevalent. The New York Office of the Attorney General saw a 60% increase in data breach reports in 2016 compared…
The Fallout of the Yahoo Hack
This post is an update of my previous post covering the Verizon-Yahoo merger.1 The Effect on the Verizon-Yahoo Merger Amidst the negotiations for Yahoo’s acquisition by Verizon, Yahoo revealed that its customer data had been stolen in a cyber-attack – with Verizon reportedly looking for a $1 billion reduction in the price.2 A recent Yahoo…
Google Sues Uber Over Self-Driving Technology
Google’s parent company Alphabet is suing Uber Technologies, alleging Uber stole trade secrets to jump-start its own autonomous vehicle program.1 Waymo, the Alphabet-owned self-driving truck company, has filed against Otto, a self-driving truck company, and its parent company, Uber.2 The suit revolves around former Google employee Anthony Levandowski. Levandowski left Google in 2016 to form…
Two Major Health Insurance Company Mergers Blocked: Antitrust Laws and the Future Uncertainty of the Affordable Care Act to Blame
On February 14, 2017, Aetna and Humana, two major United States healthcare companies, called off their planned merger due to a federal court ruling that blocked the deal last month.1 Anthem and Cigna, two other major US healthcare companies, also called off their planned merger the same day.2 The Aetna-Humana deal was worth $34 billion…
The Dissolution of Motiva Enterprises, the Third Largest Oil & Gas Refiner on the Gulf Coast
Motiva Enterprises LLC (“Motiva”) is a joint venture between Royal Dutch Shell PLC (“Shell”) and Saudi Arabian Oil Company (“Saudi Aramco”), through its subsidiary, Saudi Refining Inc.1 The joint venture was formed in 1998 and became a 50/50 joint venture between Saudi Aramco and Shell in 2002 when Chevron Corp. exited the venture as part…
Fashion Designers Prematurely Cheer for Varsity Brands Case
On March 22, 2017, the Supreme Court decided Star Athletica, LLC v. Varsity Brands, Inc. 1 The Court’s 6-2 majority held that the pictorial and graphic designs on Varsity Brands’ cheerleading uniforms were separable from the uniforms’ utilitarian functions, and therefore eligible for copyright protection.2 While many commentators are touting this decision as a big…
German Prosecutor’s Raid Weakens DOJ Bargaining Power
Sally Yates, the former Deputy Attorney General, released a memorandum on September 9, 2015, known as the “Yates Memo.”1 The Yates Memorandum made fighting corporate fraud—specifically, targeting individual, executive bad actors—a top priority for the United States Department of Justice’s (DOJ) criminal division.2 As a result, large international corporations have increasingly hired third-party law firms…
Corporate Law in Post-Communist Countries: Changes in the Czech Republic
Within every legal system, corporate law serves the immensely important function of regulating influential economic actors and economic affairs. It is therefore crucial that corporate law attracts the necessary academic and legislative attention to pursue perpetual development of an appealing framework that will not itself be an obstacle for economic activities and operations. For post-communist…
Delaware Courts Should Add Meaning to Caremark’s Board Oversight Standards in the Cybersecurity Context
A prior blog post on corporate governance and cybersecurity mentioned recent high-profile cyberattacks on companies like Sony, Home Depot, Target, and Yahoo, and discussed the growing role the board of directors has in overseeing a corporation’s cybersecurity risk management.1 That blog post ended noting that, given the complexity of cybersecurity, the severe consequences an attack…