Shell, Chevron Win U.S. Supreme Court Ruling Over Powers of Joint Ventures

Feb. 28 (Bloomberg) -- Joint ventures have broad power to set prices without violating U.S. price-fixing laws, the Supreme Court ruled, overturning an oil-industry ruling that drew a torrent of objections from companies and the Bush administration.

S.E.C. Leader Issues Rebuke Over Journalist Subpoenas

WASHINGTON, Feb. 27 — The chairman of the Securities and Exchange Commission rebuked the agency's enforcement division on Monday for issuing a subpoena to two journalists, accusing it of operating in a renegade fashion.

Nations Rebuild Barriers to Deals

LONDON, Feb. 27 — As the ties of world trade grow stronger and the tempo of globalization quickens, a boisterous player has re-emerged in the arena of cross-border mergers: government.

SEC’s Cox Issues Statement Regarding Journalist Subpoenas

SEC Chairman Christopher Cox issued a statement this morning “in response to media reports over the weekend that the agency had ‘ordered columnists at two Dow Jones publications to provide information about conversations that they had with stock traders and analysts.’"

Italy says French merger is act of war

Italian leaders from across the political spectrum yesterday slammed moves by Paris to merge the utilities Suez and Gaz de France, calling it a naked attempt to exclude Italy's Enel from the French energy sector.

Fannie Mae Accounting Is Manipulated

WASHINGTON, Feb. 23 — An internal investigation has uncovered new evidence that senior executives of Fannie Mae, the largest buyer of American home mortgages, manipulated its accounting in the 1990's to meet earnings projections so that top executives could receive more than $27 million in bonuses.

In Europe, Microsoft Faces a New Antitrust Complaint

BRUSSELS, Feb. 22 — Microsoft's antitrust battle in Europe intensified Wednesday when some of its biggest rivals filed a new complaint against it, accusing the company of a wide range of antitrust abuses.

When to Be Skeptical of Fairness Opinions

Chris Young, ISS' M&A Research Director, blogs in the new ISS "Corporate Governance Blog": "Many of the acquisitions used to build up conglomerates were undertaken based on the advice of investment bankers and attorneys, the same advisors that now counsel a reversal of course and the sale of "unrelated" businesses."

Rejection issued on NTP patent in RIM battle

Research In Motion Ltd.'s race against time with a patent-holding company in Virginia has come down to the wire.

Blargon (William Safire; NYT)

William Safire, NYT columnist, writes "Every walk of life and field of endeavor generates its own insiders' lingo. Those of us in the MSM — that's the superannuated, archaic mainstream media — have our own jargon, of which the first sentence of an article is the lede, the early edition is the bulldog and the guys working into the wee hours make up the lobster shift." See what Safire thinks of "blargon", the jargon of the blogosphere.

Buy-out industry warned on prices

Stephen Schwarzman, head of Blackstone, on Tuesday warned the buy-out industry that prices being paid for assets were in “nose bleed territory” and “seeds of excess” were being sown. Mr Schwarzman said private equity had operated in highly favourable conditions in recent years and its returns had been “amazing”. But he warned of the dangers of being complacent at a time when prices continued to be driven higher.

Canada Lobbies for Maker of BlackBerry

The court battle over patents for the popular BlackBerry e-mail device has attracted an unusual amount of political attention, with officials in Canada pressing for resolution in a case involving one of that nation's top technology companies.

EU Warns Spain Not to Block Endesa Takeover by E.ON

Feb. 22 (Bloomberg) -- European Union regulators stepped up efforts to build a Europe-wide energy market by warning Spain not to prevent Germany's E.ON AG from buying Endesa SA, the former Spanish electric monopoly.

Report: Feds Not Charging Mel Weiss, Bill Lerach, But Law Firm Could Be Indicted

Citing people close to the investigation, the New York Times is reporting that the Justice Department is expected to end its five-year investigation into the tactics used in shareholders lawsuits by the famed class-action lawyers William Lerach and Melvyn Weiss. According to the NYT, the DOJ will bring no charges against either lawyer.

French launch 'atomic weapon' at bids

Legal experts have accused the French government of resorting to an "atomic weapon" to block foreign takeovers, fearing the country was retreating into a protectionist fortress.

Radio Shack Board Hears the Music

After a week of intense scrutiny over their “support” of CEO David J. Edmondson and his educational misstatements, the Radio Shack board yesterday announced a “mutual decision” whereby Mr. Edmondson would leave and pocket a severance.

Stuck With Carl

In the fight for Time Warner, Carl Icahn pulled out all the tricks in the corporate raider handbook: name calling, board beating, spotlight grabbing and, of course, share buying to try and gain control. But Icahn lacked a familiar, and once-powerful weapon at his disposal: greenmail.

Security fears over P&O sale

Members of the United States Congress have raised national security concerns over the proposed £4 billion takeover of P&O by Dubai Ports World.
The deal, which would give DPW control over ports in New York, New Jersey, Baltimore, Philadelphia, New Orleans and Miami, is seen as a test case for Arab investment in the US.

Carl Icahn and the Meaning of Hedge Fund Activism

In the law blogosphere equivalent of a WWF steel-cage match, law professors Larry Ribstein and Stephen Bainbridge have faced off on what Carl Icahn’s scaled back activist efforts against Time Warner mean for hedge fund activism and corporate governance.

Relational-Sovereign Battle More Interesting Than Icahn-Time Warner Spat

While Carl Icahn’s failed assault on Time Warner grabs the headlines, we’re more intrigued by the news that hedge fund Relational Investors has jettisoned its activist battle with Philadelphia-based Sovereign Bancorp after the Pennsylvania legislature passed a law diffusing one of the hedge fund’s key legal arguments.

Gillette, Schick end legal war, but battle in market rages on

Capping a lengthy legal battle over shaving superiority, Gillette and the makers of Schick signed a settlement that would resolve most of their patent and advertising lawsuits just weeks before the razor rivals were set to go to court.

Going Private: Hotshot managers are fleeing public companies for the money, freedom, and glamour of private equity

Top and mid-level execs are bolting public companies in droves for private equity, the freewheeling world where investors buy slumping companies and try to turn them around to sell or take public, risking billions of dollars in the process.

Burger King Files for IPO

Burger King Holdings, Inc. filed a registration statement with the SEC today for the sale of $400 million of common stock (click here). While the prospectus does not include a price range or specify how many shares will be sold by BK vs. existing shareholders, it does contain a number of tidbits.

Home Depot Founder Laments Today’s Legal Zeitgeist

Bernie Marcus, who founded the Home Depot chain as a "regular guy" starting from one store, says that he couldn't have done it in today's legal environment.

FTC unveils revised merger review process

Antitrust lawyers say they are cautiously optimistic that long-awaited merger review reforms issued by the Federal Trade Commission Thursday, Feb. 16, will put their clients' mergers on the fast track for federal approval. The initiative, which revamps procedures for mergers subject to a second request for information from the FTC, was a response to complaints by companies and their antitrust counsel about the length of time required to win approval of controversial mergers, as well as the amount of money it costs to supply federal agencies with information about those deals.

Trouble at XM?

Director submits "noisy resignation", saying "Given current course and speed there is, in my view, a significant chance of a crisis on the horizon."

Inside a Media Mogul's Closet, a Son Sees Dirty Laundry

Sumner M. Redstone, the billionaire media mogul who controls both CBS and Viacom, is being sued by his son, Brent Redstone. The lawsuit bares a long-simmering conflict between Sumner Redstone and his son, who is asking that his father's $8 billion movie theater company be dissolved.

VC firm looks for companies off the beaten path.

Kodiak’s Lou Volpe, the VC firm’s managing director, looks for companies off the beaten path and likes to keep his exit options open.

United Arab Emirates company gains interest in US ports operator

The purchase of the port unit of a renowned British maritime company has given a United Arab Emirates company a half interest in a firm that loads and unloads ships in Philadelphia, Wilmington and Camden.

Mittal's Arcelor Bid Fuels US Consolidation Talk

NEW YORK (Reuters) - If Mittal Steel is successful in a bid for European rival Arcelor, it will set off a steel industry free-for-all with several U.S. manufacturers among potential takeover targets, analysts said on Wednesday.

DOJ to Extend Whirlpool - Maytag Review

BENTON HARBOR, Mich. (AP) -- The U.S. Justice Department will extend its review of Whirlpool Corp.'s proposed $1.79 billion acquisition of rival appliance-maker Maytag Corp., the companies say. Whirlpool and Maytag, parent of North Canton's Hoover Company, said Monday that they will not close the deal until March 30 without Justice Department approval.

ABA calls on Bush to stop domestic surveillance or change laws

The American Bar Association called on President Bush Monday to stop warrantless domestic surveillance or change the laws to make it legal. At the Association's midyear meeting in Chicago the ABA's policy-setting House of Delegates voted on several policy proposals set out in the report of a special ABA task force set up to investigate the domestic surveillance initiative and adopted a resolution stating that both national security and constitutional freedoms need to be protected.

Relational contests Sovereign law

Despite suffering a serious legislative setback in its efforts to force changes to Sovereign Bancorp's board, Relational Investors LLC is not going to back away from a fight with the Philadelphia-based bank, sources said.

Microsoft Venture Adds to Blackberry Woes

BARCELONA, Spain (AP) -- Microsoft Corp. has won backing from major cellular networks for a new generation of phones designed to transform mobile e-mail from executive accessory to standard issue for the corporate rank-and-file.

Lawsuit Tests Whistleblowers' Protection

After Enron and WorldCom Inc. imploded, lawmakers sought to prevent future scandals, adopting reforms including job protection for insiders who blow the whistle on suspected fraud. But it's not clear if the law — known as Sarbanes-Oxley — protects workers like Mark Livingston who raise concerns about their employer, Wyeth Labs in Livingston's case, which go beyond financial matters.

Making markets seem thicker

The Internet (read: inexpensive information dissemination) comes to the notoriously informationally-challenged housing market.

SEC backs board election initiatives

Shareholder groups appear to be gaining traction in their campaign to rewrite corporate governance rules this year.

Check 'n Go owner sues Google over use of trademark

CINCINNATI – A payday loans provider has filed a federal lawsuit against Google Inc., claiming its trademark was exploited by the leading Internet search engine in advertisement sales.

Craigslist hit with lawsuit alleging discrimination

CHICAGO - A federal lawsuit accuses the online site Craigslist of violating fair housing laws by publishing discriminatory classified ads, reviving the question of what legal boundaries, if any, should exist for postings on the Internet.

UBS Settles Wage Suits

UBS agreed to pay $89 million to settle class-action wage and hour claims filed in several federal courts on behalf of financial advisers and financial adviser trainees.

In the Cendant Trial, Ignorance Was an Excuse

Walter A. Forbes was paid more than $100 million as chairman and chief executive of the CUC Corporation. To hear him tell it, he did not do very much to earn the money.

Blackberry Announces Workaround to NTP Patents

On February 9, 2006, Research In Motion (RIM) announced that it has developed and tested software workaround designs for all BlackBerry® handsets operating on converged voice/data networks in the United States. This software update, called “BlackBerry Multi-Mode Edition”, has been designed as a contingency to allow BlackBerry service to continue should the court implement an injunction in the United States in the current litigation involving the NTP patents.

The Flying Shrimp Verdict Has Landed!

A Long Island jury took just two hours to reject a widow’s claim that her husband’s death resulted from an injury sustained while dodging a piece of flying shrimp at the Japanese steakhouse Benihana.

DOJ Scruitinizing Mittal Steel’s Hostile Bid for Arcelor

The Justice Department’s antitrust division has begun investigating Mittal Steel’s $23 billion hostile bid for Luxembourg-based Arcelor, according to the lead story in today’s Financial Times. With the deal already being roundly criticized by European authorities, any U.S. opposition could create insurmountable regulatory hurdles for Mittal, already the world’s largest steel company.

Sirius Satellite Radio and Howard Stern Go Ear to Ear with XM

Since announcing on October 6, 2004, that it had signed Howard Stern to a five-year deal, Sirius Satellite Radio has added approximately 2.7 million subscribers and become a household name in the satellite radio world. The tab: Close to $700 million. Is Stern worth it?

Benefits Go the Way of Pensions

General Motors, struggling to maintain its grip in the global auto industry, is being forced to bow to a changing competitive landscape and join the ranks of hundreds of other companies that are moving to unburden themselves of as much of the cost of supporting their retired work force as they can. For those who were counting on G.M. to care for them for life, the company's recent moves to pare back, in different ways, the pension and health benefits of union and nonunion retirees amount to a breach of a promise that was at the core of the nation's labor relations for much of the post-World War II era: workers would give their productive years to the company; the company would care for workers when they got old.

AIG Agrees to $1.6 Bln Settlement

NEW YORK (Reuters) - American International Group Inc.(AIG.N), the world's largest insurer, has agreed to a record $1.6 billion settlement over federal and state charges of fraud and other misconduct, the Wall Street Journal said on Thursday, citing sources familiar with the matter.

Corporate Boards Call on the Expertise of Retired Executives

Corporate boards, especially at start-ups and small and medium-size businesses, are showing a growing appetite for activist directors who are former big company executives. The Sarbanes-Oxley Act of 2002, aimed at cleaning up corporate accounting in the wake of the Enron scandal, has put tremendous pressure on the boards of companies to uphold the highest standards of good governance. And who better to help guide those companies than experienced hands from the higher echelons of the corporate world? Retirees-turned-directors include several millionaires who left their full-time perches at Microsoft, Cisco Systems and eBay.

Vonage Plans IPO

Vonage Holdings, a provider of Internet-based telephone service, filed an initial public offering yesterday with the Securities and Exchange Commission to sell up to $250 million in common stock. The move to go public is the first for an Internet phone provider and indicates a new level of prominence for a technology that has emerged in the last five years to become a serious threat to traditional phone companies.

SEC Names John White Director of the Division of Corporation Finance

Washington, D.C., Feb. 8, 2006 — Chairman Christopher Cox announced today that preeminent securities lawyer John W. White will join the Securities and Exchange Commission as its next Director of the Division of Corporation Finance.

Directors' Duties in Failing Firms

Larry Ribstein at Ideoblog has written (together with coauthor Kelli Alces) an important new paper concerning the fiduciary duties of directors of failing firms. Conventional wisdom (as often stated in law review articles and judicial dicta) is that director fiduciary duties, though generally owed to shareholders, shift from shareholders to creditors when the firm nears or enters insolvency. Ribstein and Alces, however, argue persuasively against this view.

Nortel May Pay More Than $2.4 Bln in Settlement Deal

Feb. 8 (Bloomberg) -- Nortel Networks Corp., the largest North American telephone-equipment maker, may pay more than $2.4 billion in cash and stock to end shareholder lawsuits stemming from the company's accounting fraud.

Univision Considers Going on the Block

Univision Communications, the Spanish-language media company, is considering a plan to put itself up for sale, people briefed on the proposal said last night.

Sarbanes-Oxley Under Constitutional Attack by Ken Starr

Pro-business conservatives are challenging a law that reshaped the accounting industry after a wave of corporate scandals. Their legal team includes Kenneth Starr, best known as the special prosecutor in the Monica Lewinsky affair.

Corporate Lawyers Jettisoning Board Seats

In his WSJ.com The FLaw column, Ashby Jones details the trend of law firms discouraging their lawyers from serving on public company boards of directors, due to the risk of shareholder suits or SEC investigations.

Icahn Unveils Plan for Time Warner Breakup

In a display of grand corporate theater, Bruce Wasserstein and Carl C. Icahn shared a podium yesterday to step up their indictment of the management of Time Warner Inc. and argue their rationale for breaking the company into four separately traded public companies.

York (Kerkorian's designee) Appointed to GM Board

G.M. needs an experienced car boss to light a fire under the board. And Merrill Lynch's C.E.O., Stanley O'Neal, who was replaced by Mr. York, was becoming a liability, according to Breakingviews.

Gannett considering partnership with MediaNews in possible Knight Ridder sale

MediaNews Group is discussing a possible alliance with Gannett, the nation's largest newspaper chain, to acquire Knight Ridder, the parent of the Akron Beacon Journal. MediaNews, the seventh-largest newspaper publisher, needs partners to finance a bid for Knight Ridder and has already teamed up with three private equity firms.

Media Maneuvers: Mr. Enron

Are there any truly innocent victims in the Enron fiasco? Meet one who has become a media darling.

What’s “Courageous” When It Comes to Taxing Investment Income?

Does a lower capital gains rate lead to greater receipt of capital gains taxes? Here is the debate kicked off by a recent New York Times editorial.

The New Ethics Enforcers

These corporate cops have unprecedented power to throw their weight around.

Ohio Bureau of Workers' Compensation Seeks to Lift Veil on Its Investment Deals

In a complaint filed with the Franklin County Court of Common Pleas on Jan. 13, OBWC seeks approval to publish sensitive data on the private equity funds it owns, including the names of the companies in each fund, their valuations, and how those valuations were derived. The mere possibility of such disclosure has the private equity world in an uproar.

Bush Chooses Telecom Lawyer To Fill Republican FCC Vacancy

Robert M. McDowell, a telecommunications lawyer who works for a trade group that champions the interests of smaller telephone companies against the regional phone giants, is President Bush's choice for the third Republican seat on the Federal Communications Commission.

Toshiba agrees to buy Westinghouse for $5.4 bln

Japan's Toshiba Corp. has agreed to buy Westinghouse, the U.S. power plant arm of British Nuclear Fuels, for $5.4 billion, three times what the target company initially hoped it would fetch.

Preparing for Private Equity Financing

Today's market is overflowing with private equity capital looking for investments. This in turn is creating an opportunity for companies to seek sponsored finance as one alternative. Read why companies considering private equity need to prepare as if they were selling the business.

Private Equity and Hedge Fund Convergence

“Convergence” is a term increasingly being used to describe what many observers view as the inevitable coming together of private equity and hedge funds. Read about the forces driving this trend toward convergence as well as the benefits and obstacles of combining these different investment styles.

Scared straight: How Boeing's GC cautions execs

In a recent speech before an assemblage of Boeing Corp's senior executive corp, Boeing's General Counsel, Douglas Bain, used some colorful language to get the attention of his audience.

Blogging on Ken Lay

Here's a link to the latest hot trend in legal blogs: bashing Ken Lay as the Enron Trial occupies the Nation's court watchers.

Pennsylvania rescues Sovereign

The Pennsylvania legislature late Wednesday stuck a dagger into Relational Investors LLC's efforts to stop Philadelphia-based Sovereign Bancorp Inc. from selling a minority stake to Santander Central Hispano SA of Spain and using the money to acquire Brooklyn, N.Y.-based Independence Community Bank Corp. In a closely watched case pitting shareholders' rights groups against "entrenched management", the Pennsylvania legislature has apparently waded in to bar the "Barbarians at the Gates".

French minister calls for calm on bid for Arcelor

THE French Finance Minister sought to calm the escalating row over Gallic protectionism yesterday when he admitted that Paris had no power to block Mittal Steel’s bid for Arcelor, the European steel making group.
In a marked change of tone after days of attacks on Lakshmi Mittal’s group, Thierry Breton described the offer as “normal business life”.

Pension Battle May Entangle Mogul's Home

Today's New York Times reports on a pension fund battle with Ohio ties. The Pension Benefit Guaranty Corporation (PBGC), the agency that insures pensions, appears poised to lay claim to Ira Rennert's 29-bedroom oceanfront estate in the Hampton's, along with other assets, to make sure he delivers on hundreds of millions of dollars in pensions promised to a group of steelworkers in Ohio. With a hearing scheduled for Monday in the United States Bankruptcy Court for the Northern District of Ohio, in Akron, the pension agency declined to discuss the Rennert case specifically with the Times. But "in every case where there's value that we can chase to cover the pension liabilities," said Randolph J. Clerihue, a spokesman for the agency, "we're going to do so."