Delphi Asks Court to Scrap Union Pacts

In what has increasingly been seen as the inevitable next step in Delphi’s tortured labor negotiations, the auto-parts maker on Friday said it had asked a bankruptcy judge to void its contracts with union workers.

Google files to sell additional 5.3 million shares

Taking advantage of the securities offering reforms that have been in effect since December 1, 2005, yesterday Google filed an automatic shelf registration statement on Form S-3 for the sale of an additional 5.3 million shares of its Class A Common Stock.

Shocks Seen in New Math for Pensions

The board that writes accounting rules for American business is proposing a new method of reporting pension obligations that is likely to show that many companies have a lot more debt than was obvious before.

In some cases, particularly at old industrial companies like automakers, the newly disclosed obligations are likely to be so large that they will wipe out the net worth of the company.

Wilbur Ross Says His Auto-Parts Acquisition Spree Has Far to Go

March 30 (Bloomberg) -- Six months after gambling on his hunch that the auto-parts industry is ripe for consolidation, U.S. billionaire investor Wilbur Ross says his acquisition spree has only just begun.

US News Law School Rankings

"Across American law schools, you can hear the loud sucking sound of academic productivity being flushed down the drain today," writes Joe Hodnicki at Law Librarian Blog. What he is referring to is the U.S. News ranking of the top 100 law schools.

Chip-Gear Maker ASM Urged to Consider Break-Up

Shares of ASM International rose more than 4 percent in early trading Thursday in New York, amid hopes that shareholders could force a break-up of the Dutch maker of semiconductor equipment. The rise pushed ASMI’s market capitalization to nearly $1.1 billion.

Old Battles and New Attacks: On the Road to Waterloo

Dale A. Oesterle
Special to Law.com
03-30-2006

The August 2005 issue of the Business Lawyer, the American Bar Association, Section of Business Law publication, contained an article by Martin Lipton of Wachtell, Lipton, Rosen & Katz entitled "Twenty-Five Years after Takeover Bids in the Target's Boardroom: Old Battles, New Attacks and the Continuing War."

It was a self-congratulatory piece but worth attention nonetheless for its effort to set the stage for future policy initiatives from the board-dominance camp. Martin Lipton is soon to meet his Waterloo.

In the opening of the piece, Lipton declares victory over hostile tender offers. State anti-takeover legislation and state court sanction of poison pill plans, the most potent of which Lipton invented, gave target boards control over tender offers. Hostile tender offers, tender offers that can close in the fact of target board disapproval, are dead. Tender offers that may still start hostile must close friendly; a hostile offer is now a mere bargaining tactic to convince the target board to assent.

"That battle was won. But there is little rest for the battle-weary ... new, and perhaps more dangerous, battles await us," laments Lipton. At stake, he exhorts, is "American enterprise ... the systematic risk-taker and risk-sharer of our economy -- the primary means through which wealth and prosperity are generated ... " He concludes with a call to arms: "We must do all we can to ensure that the train does not fly off the tracks." Whew.

What is this new awful threat? Shareholders' exercise of their voting rights.

To understand the claim, we need some history. In the '80s, shareholders in publicly traded corporations had, at minimum, two rights -- the right to sell their shares and the right to vote their shares. When hostile tender offers threatened incumbent managers, shareholders lost the right to sell their shares absent target board approval. This loss of power to alienate shares came in most cases without a shareholder ratifying vote.

Courts that sanctioned the loss accepted Lipton's claim that boards run corporations but with a reassuring caveat -- shareholders could always vote out the board. Lipton and his clients did not worry much because insurgent proxy contests were, at the time, expensive and very hard to win.

But times have changed. The Internet, a steady loosening of Securities and Exchange Commission rules and coordinated hedge fund activity now mean that proxy contests are easier to wage and easier to win. With the Internet, for example, an insurgent may eventually be able to file and distribute proxy materials and even collect votes online. Indeed, hedge funds that merely threaten proxy contests often have their requests for corporate action respected by sitting boards.

Moreover, shareholders have successfully lobbied corporations for bylaw changes that affect board elections and structure. The most popular shareholder resolution is a simple request that a corporation not seat a director who does not get a majority vote of the shareholders voting. It is hardly a radical request. The shareholder proposals have Lipton seeing red ("dangerous ... over-engineering").

So now Lipton must attack the shareholder voting franchise in addition to the shareholder right to sell her stock. And so he does. Lipton declares that "special interest 'gadflies' ... [shareholders will] seek to conquer the corporate boardroom with their personalized agendas ... without consideration, perspective or even interest in the long-term interest of the corporation and its shareholders as a whole."

In other words, we are going to see an attack on proxy contests and shareholder resolutions by incumbent management ("main street") and their lawyers. They will attempt to roll back the clock to the days when proxy contests were expensive and difficult. Several techniques will be tried, and state courts, state legislatures and the Securities and Exchange Commission will be lobbying targets.

The arguments in favor of restricting shareholder voting will take one or both of two forms. First, some shareholders are better than others. The fast money hedge fund types are inferior to those who hold shares for the "long-run." Second, shareholders are only one constituency of several in a corporation (others are employees, customers, local communities), and the board should consider all constituencies when it makes a decision.

The first argument has to take the position that shareholders who vote a majority of the shares should be disregarded. Hedge funds only win, like anyone else, with a majority. The second argument sees the corporate board as a quasi-government entity with various constituencies. The problem is that at present only shareholders vote; the other constituencies do not. Pushed down its logical path, the argument supports neutralizing the existing voting structure that favors shareholders -- either all constituencies receive the right to vote in board elections or no one votes at all and the board picks its own successors (the not-for-profit model).

Neither of these arguments is going to fly. Lipton, in attacking the shareholder voting franchise, is on the road to his Waterloo. He sold out to shareholder democracy to beat tender offers, and the chickens are coming home to roost.

The simple truth is that investors should be able to choose where they put their money and folks soliciting their money should be able to offer various alternative business structures to attract it. Government rules (be they corporate codes, securities acts and rules or tax laws) that favor inalterably one business model over others and limit investor choice should be minimized.

A graduate of the University of Michigan Law School, professor Dale Oesterle is a nationally recognized corporate law scholar. He has a particular expertise in mergers and acquisitions and has authored a leading casebook on that subject. He practiced law and served as a federal law clerk before beginning teaching at Cornell Law School. He is the J. Gilbert Reese chair in contract law at Ohio State University.

Law.com's ongoing LEGAL MINDS article series highlights opinion and analysis from our site's contributors and writers across the ALM network of publications

Court Asks eBay Hard Questions

WASHINGTON, March 29 (Reuters) — Supreme Court justices showed little inclination on Wednesday to scale back the rights of patent holders, sharply questioning arguments made by a lawyer representing the online auctioneer eBay.

U.S. Antitrust Review Backs Whirlpool-Maytag Merger

The Justice Department's antitrust division announced yesterday that it had approved Whirlpool's purchase of its smaller rival Maytag, a $1.7 billion deal that will create one of the largest home appliance companies in the world.

Bids Due for Pfizer’s Consumer Unit; Will Colgate Bite?

If you were thinking of buying a nearly $4 billion-in-sales consumer healthcare business, it is time to speak up. First-round bids are due on Wednesday for Pfizer’s collection of over-the-counter products, an array of household brands that includes Listerine, Benadryl, Rogaine and Zantac.

eBay gets the BlackBerry treatment

NEW YORK (FORTUNE) - The lawsuit that nearly shut down the country's BlackBerry e-mail devices vaulted the normally obscure issue of patents into the national spotlight this winter. But for all the attention that battle received, it pales in significance to a similar case -- entitled eBay v. MercExchange -- that will be argued at the U.S. Supreme Court today.

Are SEC Settlements Toothless?

Gary Weiss — author of the forthcoming book “Wall Street Versus America: The Rampant Greed and Dishonesty That Imperil Your Investments” — penned an op-ed piece in Saturday’s New York Times dissecting Bear Stearns’s recent settlement with the SEC for its involvement in the mutual-fund trading scandal. He views the case as a prime example of what he sees as the SEC’s toothless settlements it strikes with alleged wrongdoers.

Players Big and Small Are Sifting Through Pieces of Knight Ridder

With the McClatchy Company set to accept bids, starting as early as tomorrow, for the 12 Knight Ridder papers it is selling, some of the potential buyers are looking at the country as if it were a giant chessboard.

Bayer Makes $20 Billion Offer for Schering

In a bid that could help partly restore Germany’s historic prominence in the pharmaceutical industry, the drug and chemical giant Bayer late Thursday announced a nearly $20 billion offer for its smaller rival, Schering, topping a $17.9 billion offer by Merck of Germany

Talks for Lucent May Signal End for 90's Symbol

Lucent Technologies, the phone equipment maker that became a symbol of last decade's boom-and-bust cycle in telecommunications, is in negotiations to be acquired by Alcatel of France for about $12.6 billion, people close to the discussions said last night.

France tightens takeover regulations

French companies have gained new powers to defend themselves from hostile takeovers, while potential predators face having to declare their intentions if rumors of a bid emerge, under amendments to French takeover laws adopted Thursday, March 23, by Parliament.

Sovereign Bank Settles Dispute With Shareholder

Sovereign Bancorp and its largest shareholder, Relational Investors, agreed last night to settle a legal dispute and a proxy battle that had gone on for about five months.

Surf's Up

Ebullient investment bankers, still celebrating a bumper year of merger activity in 2005 when deals worth some $1.1 trillion were completed in the US alone, are sanguine that 2006 will generate even bigger advisory fees as the M&A wave gathers strength. A key reason for their optimism is the anticipation that corporate buyers will finally rejoin the party.

FTC Brings "Attempt to Collude" Case Based on Analyst Call

Last week, the Federal Trade Commission announced a consent decree settling charges that statements made by Valassis Communications during an earnings conference call amounted to an unlawful invitation to collude. During the call, Valassis announced its intention to maintain - but not grow - its current market share, defend its existing client base, submit bids on expiring competitor contracts at prices above current levels, honor prices quoted in existing bids for a limited time, and then to monitor its competitor's response to these initiatives.

GM, Delphi Reach Agreement With UAW on Early Retirement Plan

March 22 (Bloomberg) -- General Motors Corp. and bankrupt auto-parts supplier Delphi Corp. reached an agreement today with the United Auto Workers union on early retirement incentives for Delphi workers.

David Shaw Says Hedge Funds Will Have Tougher Time Making Money

March 22 (Bloomberg) -- David Shaw, founder of the world's largest hedge fund firm, said investment returns probably will worsen because of all the money pouring into the industry.

Supreme Court Limits State-Court Securities-Fraud Class Actions

In a victory for corporations and a defeat for securities class-action plaintiffs’ lawyers, the Supreme Court today severely limited the viability of shareholder lawsuits brought in state courts. The unanimous opinion written by Justice Stevens ruled that the purpose of the pre-emption provision of SLUSA — the 1998 federal securities litigation law — is to pre-empt certain types of state-law shareholder class actions.

Blank Check I.P.O.’s Draw Regulatory Scrutiny

Regulators at the NASD are in the early stages of an investigation into initial public offerings of “blank check” companies, according to TheStreet.com.

Majority Election Proposals Suffer String of Defeats

Majority election proposals, intended to raise the bar for corporate directors seeking re-election, are not getting much traction so far this proxy season.

Appeals Court Throws Out Quattrone’s Conviction

An appeals court has overturned the conviction of Frank P. Quattrone, the former star technology banker, on an obstruction of justice charge. In its ruling, the three-judge panel of the Second Circuit Court of Appeals agreed to grant Mr. Quattrone a new trial.

Do Buyout Firms Have Michaels Stores Locked Up?

Bursting with funding and hungry for deals, private equity firms will continue to run laps around nonfinancial acquirers, also known strategic buyers. That is Monday’s reaction from Jeff Matthews Is Not Making This Up, a Wall Street blog, to the news that Michaels Stores has hired J.P. Morgan to help consider a sale of the company.

Jake Zamansky Says Investors Still Aren’t Getting a Fair Shake

In a WSJ opinion piece, “Spitzer vs. the Little Guys,” New York securities-arbitration lawyer Jacob Zamansky writes that in spite of Eliot Spitzer’s $1.4 billion research settlement with Wall Street firms, investors who filed arbitration claims against their brokers because of compromised research have been overwhelmingly defeated.

On Politics, Hedge Fund Managers Tip Their Hands

The hedge fund industry is not just getting bigger and richer; it is also getting more politically active.

An English Lesson in Corporate Governance: Majority Votes for Directors

How can shareholders in American companies make directors more accountable? Having the right to kick them off the board is a start. It works in Britain. It might even help rein in runaway executive compensation.

A predictable insurance deal?

Shares of Swiss commercial insurer Zurich Financial Services on Friday got a healthy boost from a Wall Street Journal report that the group is being courted by St. Paul Travelers Cos. Inc., predictably of St. Paul, Minn.

L'Oreal rescues Body Shop

An unlikely marriage of French refinement and hippy Britain was sealed Friday, March 17, when L'Oréal SA, the world's top cosmetics maker, launched an agreed-to £652 million ($1.15 billion) cash bid for West Sussex-based Body Shop International plc.

Trend Toward Removing Takeover Defenses Continues

U.S. incorporated companies continued to dismantle their takeover defenses in 2005. Also noteworthy, 2005 was the first time since the 1980s that a majority of the companies in the S&P 500 did not have a classified board or poison pill in place.

Mark Cuban, CEO’s and the Big Lie

In the latest entry on his personal blog, Mr. Cuban, the outspoken owner of the Dallas Mavericks and co-owner of art-house cinema chain Landmark Theatres, aims to explode what he calls the “big lie” about chief executives and stockholders.

Justice Seen Building a Case Against Maytag Deal

Justice Department lawyers are preparing a possible challenge to Whirlpool’s proposed $1.7 billion acquisition of Maytag, Bloomberg News has reported, citing people familiar with the case.

Newspapers may have an angel

Ron Burkle, 53, has emerged as a suitor for the dozen newspapers McClatchy Co. is unloading in the wake of its $4.5 billion purchase of Knight Ridder Inc.

Toyota Is Way Too Smart to Bid for General Motors: Doron Levin

March 17 (Bloomberg) -- As General Motors Corp. slides deeper into financial distress, it's tempting to imagine rival Toyota Motor Corp. riding in to end GM's miseries by buying it.

Fewer CEO's Also Serving as Chairmen

According to executive recruiting firm Russell Reynolds Associates, 29 percent of the companies in the S.& P. have separated the jobs, up from 21 percent five years ago.

ConAgra to shed two food units

ConAgra Foods Inc. announced plans Thursday, March 16, to sell its seafood and cheese units as part of an ongoing strategy to turn around the company's lackluster performance.

Hedge Funds Reach $1.5 Trillion

The world’s hedge funds now have an estimated $1.5 trillion at their disposal, according to a report on Thursday in The Daily Telegraph. The figure, which the newspaper credits to HedgeFund Intelligence, represents a 50 percent jump from the estimate of $1 trillion of funds under management in 2004.

It's Taxing Times for H&R Block

New York Attorney General Eliot Spitzer is suing the tax preparer, alleging it fraudulently steered some customers toward a dubious IRA product. It's the latest travail to hit the company

Warning on Enron Recounted

Love her or hate her, you have to admit that Sherron S. Watkins, the Enron vice president celebrated for trying to warn the company's founder, Kenneth L. Lay, that the company could "implode in a wave of accounting scandals," makes good copy.

CVS Execs Resign After Probe

Drug-store operator CVS (CVS:NYSE - commentary - research - Cramer's Take) disclosed that its controller and treasurer have resigned following a probe into a 2000 inventory transaction.

In addition, the Securities and Exchange Commission has launched an informal inquiry into the matter, CVS said in its annual report filed Tuesday.

Bank Deal's Payout Plan Questioned

The compensation adviser behind an estimated $135 million payout to the chief executive of North Fork Bancorporation has also received fees for other services from the bank in recent years, according to regulatory filings.

The other business dealings the adviser, Mercer Human Resources Consulting, has had with North Fork raise questions among corporate governance experts about the pay recommendations it made to the bank's board, which has a duty to company shareholders, not to management.

U.S. Limits Demands on Google

SAN JOSE, Calif., March 14 — After the Justice Department drastically reduced its request for information from Google, a federal judge said on Tuesday that he intended to approve at least part of that request.

Oil execs grilled over M&A

Oil company executives summoned to Capitol Hill Tuesday, March 14, to defend their companies' merger-and-acquisition moves and their collective $100 billion in profits last year heard criticism from several angry senators, but the executives insisted that M&A in the oil industry had been good for consumers.

A Message To All BlackBerry Supporters

A postscript on the recent patent case settlement from the Co-CEO's of Research in Motion (RIM), including some editorializing on the US Patent system.

Turning the page for the Beacon Journal

Employees of the Akron Beacon Journal woke Monday to news that their parent, Knight Ridder Inc., was going to be sold to a well-respected rival.
Within hours, though, employees learned that the Beacon Journal's future was undecided -- beyond the fact that the newspaper would continue to publish.

Wall Street Lobbies to Ease Deals’ Tax Bills

A bill making its way through Congress could spur merger activity by making it cheaper for companies to divest assets, The Wall Street Journal reports. A group of investment banks are backing the measure, which would makde it easier for so-called Morris Trust transactions to qualify as tax free.

Chatter: Should Google Buy Sun Microsystems?

Talk of an imminent sale of Sun Microsystems to Google has been swirling around trading floors and Silicon Valley for more than a week.

Government and Google To Square Off Today

Google faces off against the Bush adminstration today over whether the Internet giant has to hand over to the government the search engine records of its users.

McClatchy to Resell 12 Papers It's Buying

There was both joy and despair across the Knight Ridder newspaper chain as employees learned that the McClatchy Company, which announced plans yesterday to acquire the company's 32 papers, would promptly sell 12 of them.

Tort-Liability System Cost U.S. Taxpayers $260 Billion in 2004, Consulting Firm Says

The nation’s tort-liability system cost U.S. taxpayers $260 billion in 2004, nearly $900 for every man, woman and small child in the nation, according to a report to be released today by insurance-industry consulting firm Tillinghast. The report also projects the cost will rise to nearly $315 billion by 2007, increasing at a greater rate of growth than that of the overall economy.

Capital One Reported in Deal for North Fork

The Capital One Financial Corporation agreed yesterday to acquire the North Fork Bancorporation for about $14.6 billion in cash and stock, people involved in the negotiations said.

Newspaper Chain Agrees to a Sale for $4.5 Billion

Knight Ridder, the second-largest newspaper company in the United States, agreed last night to sell itself for about $4.5 billion in cash and stock to the McClatchy Company, a publisher half its size, according to people involved in the negotiations.

The Patent Debate Rages On

Is the U.S. patent system broken? Last week in “Patently Absurd” the WSJ editorial page said yes. This week, Intel’s general counsel Bruce Sewell penned “Patent Troll,” an opinion piece in the WSJ arguing that judges should limit their use of injunctions in patent infringement cases. Today, several IP heavies weigh in on the issue with letters to the WSJ.

Contested Election Reimbursement Proposal Clears SEC Hurdle

Should dissidents get reimbursed for running proxy contests even if they lose? That's the premise of a new proposal filed by the American Federation of State, County and Municipal Employees (AFSCME) now expected to go to a vote at three companies.

U.S. Chamber charges SEC goes too far in some tactics

The Securities and Exchange Commission, which gained more authority to punish corporate wrongdoing in a government crackdown on fraud four years earlier, is going too far, according to the U.S. Chamber of Commerce.

McClatchy Is Said to Lead in Knight Ridder Bidding

The McClatchy Company emerged yesterday as the leading bidder to acquire Knight Ridder, which owns The Philadelphia Inquirer and The Miami Herald, with a binding bid worth more than $4.8 billion in cash and stock, according to people involved in the auction.

Univision May Have New Suitor

A consortium of companies and investors that includes the Mexican television giant Grupo Televisa has emerged as a potential bidder for Univision, the largest Spanish-language television and radio company in the United States.

Are Papers About to Land or Take Off?

The fate of Knight Ridder newspapers, the nation's second-largest newspaper chain, could be determined any day — and with it, the future of what has come to be known as the mainstream media could become clearer.

FCC Nominee McDowell On the Hot Seat

All eyes will be on Federal Communications Commission nominee Robert McDowell when he testifies before the Senate commerce committee tomorrow. With AT&T’s proposed $67 billion acquisition of BellSouth soon to be on the FCC’s menu, everyone’s trying to get a sense of what McDowell will think of the pending deal.

SEC to Consider Expanded Preemption of Blue Sky Registration Requirements

If approved this move will relieve some smaller companies from having to deal with blue sky registration for their IPOs. It will also likely enable Nasdaq to get some listings that otherwise would have gone to the AMEX.

VW's Chief, Under Fire, Fights Back

WOLFSBURG, Germany, March 7 — With his job seemingly hanging by a thread, Volkswagen's chief executive, Bernd Pischetsrieder, turned an annual news conference into a methodical defense of his tenure Tuesday, announcing plans to revive the lumbering company with zippy new cars and lower costs.

Public Cos. Warm To Private Equity, Drive Harder Bargains

Public companies are getting a lot more comfortable being wooed by private suitors - because of the dowry. And they're getting a lot more demanding, too.

Lawsuit Contests Pay Package Hewlett Gave to Former Chief

SAN FRANCISCO, March 7 — Two large shareholders (union pension plans) sued Hewlett-Packard on Tuesday, contending that a $21.4 million severance package for Carleton S. Fiorina, its former chief executive, violated the company's policy on executive compensation.

Analysis: Cisco Goes Far From Home for Latest Purchase

Barely a week after Cisco Systems closed its $7 billion purchase of Scientific-Atlanta, the company is back on the acquisition trail.

Is Antitrust No Longer the Issue?

While government officials and industry lobbyists say the AT&T-BellSouth deal faces few regulatory obstacles, changes in the marketplace may bring different political headwinds.

AT&T, BellSouth facing a few hurdles

Washington regulators are expected to lay only a few obstacles in front of AT&T Inc.'s nearly $90 billion acquisition of BellSouth Corp. — none of them big enough to kill the merger.

The Halitosis Wars

Pfizer has filed a false adverstising lawsuit against Procter & Gamble in federal court in Manhattan, arguing that P&G is falsely advertising its Crest Pro Health mouthwash to gain an unfair advantage over Pfizer’s best-selling Listerine.

Court upholds campus military recruiting law

WASHINGTON (Reuters) - A unanimous U.S. Supreme Court ruled on Monday that universities that get federal funds must allow military recruiters on campus, even if their law schools oppose the Pentagon's policy prohibiting openly gays and lesbians from serving.

U.S. Steel in talks to acquire rival AK Steel

U.S. Steel is in talks to acquire rival AK Steel, a combination that would strengthen the Pittsburgh giant's position in the automotive industry and take AK Steel off the menu of acquisition-minded foreign producers.

After BellSouth, is anyone left?

WASHINGTON (MarketWatch) -- After a decade of deal-making, the phone industry is running out of buyers and sellers.

Ohio Justices Rule That Parents Can Sue Doctors for Overlooked Genetic Disorders

COLUMBUS -- Parents can sue a doctor if a genetic screening misses a severe or fatal condition that would have caused them to seek an abortion, a divided state Supreme Court ruled Friday.

Dana Files for Bankruptcy After Ford and GM Cut Back

March 3 (Bloomberg) -- Dana Corp. filed for bankruptcy, becoming the fourth major U.S. auto-parts maker to seek protection in the past 13 months as Ford Motor Co. and General Motors Corp. cut production.

Research In Motion Pays NTP $612.5 Mln to End Suit

March 3 (Bloomberg) -- Research In Motion Ltd. paid $612.5 million to settle a patent dispute with NTP Inc., ending a four- year legal battle and averting the shutdown of BlackBerry e-mail service across the U.S. The shares surged 18 percent.

Survey on Majority Voting for the Election of Directors

A hot issue among shareholder activists this proxy season is majority voting for the election of directors. A number of companies have taken a pre-emptive strike approach and voluntarily adopted modified plurality or majority voting standards in an effort to stave off the activists.

Microsoft: E.U. colluded with rivals

LOS ANGELES (MarketWatch) -- Microsoft Corp. filed a formal complaint on Thursday charging European antitrust officials colluded with its rivals during an investigation into the software giant's compliance with an earlier antitrust ruling against it.

Losing Investors, but Attracting Buyers

A recent flurry of deals in funds of hedge funds shows that the business is rapidly changing. Since June, institutions have bought, at high prices, nine funds of funds, compared with eight such deals in the five years 2000 to 2005, according to one major investment bank's data.

Wendy's Gives Fund Three Board Seats

In December, John T. Schuessler, the chief executive of Wendy's International, declined to meet with the billionaire investor Nelson Peltz, who was pressing for major changes at the struggling company. Yesterday evening, Wendy's announced that Trian Fund Management, the hedge fund controlled by Mr. Peltz and his longtime partner, Peter W. May, would be given three seats on Wendy's board.

Antitrust Defendants Racking Up Wins At The Supreme Court

With the Court’s ruling today in Illinois Tool Works v. Independent Ink, antitrust defendants will close out the 2005-2006 Supreme Court season a perfect 3-for-3 .

Software police come calling

A Brecksville medical billing company has agreed to pay a $160,000 fine for using unlicensed software.

US Supreme Court hears Ohio Tax Incentives case

At stake in today’s oral argument in DaimlerChrysler v. Cuno: the billions of dollars in tax breaks that governments offer corporations each year to do business in their states and municipalities.

Media Maneuvers

In today's column "Uptown rules" at TheDeal.com, Yvette Kantrow comments on the Columbia Journalism Review's criticism of a recent Barron's article panning Google's stock valuation. "The folks uptown at the Columbia Journalism Review have opened a can of wup ass on Barron's for having the temerity to take a swipe at mighty Google Inc."

CBS Radio Sues Stern for Breach of Contract

CBS Radio filed a lawsuit against Howard Stern yesterday, charging that he used his last months on the air there to build up his future employer, Sirius Satellite Radio, and gained financial advantages through a stock sale at the expense of CBS.

Investment bankers expect record year in mergers and acquisitions

NEW YORK (AP) - The corporate mergers and acquisitions business has been so strong during the first two months of 2006 that investment bankers are predicting a record year for deals.

Investors Can’t Just Hit and Run

In a democracy, with rights come responsibilities. Let’s pay some mind to what should be required of the dissident shareholder class.