analysis by the experts

When An Issuer Wants To Stop Reporting, Go Dark Instead Of Private - March 2010
Abstracted from: Going Private Or Going Dark? That Is The Question
By: Gregory Yadley and Willard BlairShumaker Loop & Kendrick, Tampa FL
Practical Lawyer - Vol. 56, No. 1, Pgs. 39-53
Sometimes a pubic company just wants to stop its reporting obligations, by going dark rather than completely private. Corporate attorneys Gregory Yadley and Willard Blair explore the benefits, drawbacks, and costs of getting (and staying) below the shareholder threshold through a tender offer, open market purchases, a cash-out merger, or reverse stock splits.
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Amended Rules 144 And 145 On Resales Balance Liquidity And Protection - March 2010
Abstracted from: Resales Of Securities: The New Rules And The New Approach Of The SEC
By: Prof. Rutheford CampbellUniversity of Kentucky College of Law
Securities Regulation Law Journal - Vol. 37, No. 4, Pgs. 317-343
Law professor Rutheford Campbell evaluates the SEC's recent reform of the rules governing resale of registered and unregistered securities under the 1933 Act. He concludes that the new rules properly balance the goals of investment liquidity and investor protection, while they introduce an element of consistency among the various resale scenarios.
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Navigating The Shoals Of Reg. M With An Equity Dribble-Out Offering - March 2010
Abstracted from: "At-The-Market" Offerings—Implications Under Regulation M
By: Barbara Endres and Kersti HansonSidley Austin, Washington DC (BE) and New York NY (KH)
Review of Securities & Commodities Regulation - Vol. 43, No. 1, Pgs. 1-11
At-the-market offerings or equity dribble-outs are becoming more popular, but issuers need to watch out for SEC Regulation M, which forbids those involved in a "distribution" of securities to prime the market artificially. Attorneys Barbara Endres and Kersti Hanson offer advice on how to avoid the pitfalls.
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Delaware Resists Calls To Increase The Personal Liability Of Directors And Officers - March 2010
Abstracted from: Reining In Directors And Officers In Corporate America
By: Dominick Gattuso and Vernon ProctorProctor Heyman, Wilmington DE
Business Law Today - Vol. 19, No. 3, Pgs. 46-49
Despite the clamor for laws increasing the personal liability of public directors and officers to reduce their risk taking, Delaware's legislature and courts have resisted. Although 2009 amendments might make it easier to fire reckless directors and officers, corporate litigators Dominick Gattuso and Vernon Proctor review recent three cases in which Delaware courts have held the line.
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Targets For US GAAP And IFRS Convergence - March 2010
Abstracted from: Financial Reporting For The Next Decade
By: Paul MunterKPMG, New York NY
Financial Executive - Vol. 26, No. 1, Pgs. 44-47
Domestic and international regulators are radically altering the financial reporting process. The FASB and the IASB have been working to converge US GAAP and IFRS (although even the definition of "convergence" is not yet clear). Converged accounting standards for consolidations, revenue recognition, FMV, and leases are on the horizon, accounting professional Paul Munter explains.
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Detecting And Eliminating Errors When Using XBRL Technology - March 2010
Abstracted from: Avoiding Common Errors Of XBRL Implementation
By: Prof. Jon Bartley, Prof. Y.S. Al Chen, and Prof. Eileen TaylorNorth Carolina State University
Journal of Accountancy - Vol. 209, No. 2, Pgs. 46-51
Accounting professors Jon Bartley, Al Chen, and Eileen Taylor review the mistakes that XBRL users have made in applying the new taxonomy to financial statements. Errors in tagging, mapping, extension, and validation may distort the financial data on which analysts and investors rely, but the authors make recommendations on how to avoid the common ones.
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Roadmap For Acquiring A Chinese Business - March 2010
Abstracted from: A Primer On China Mergers And Acquisitions Issues
By: H. Timothy LopezA.O. Smith Corporation, Milwaukee WI
ACC Docket - Vol. 27, No. 10, Pgs. 25-45
Associate general counsel and international M&A specialist H. Timothy Lopez assesses the legal, practical, and sociological factors in play when a dealmaker wants to acquire a Chinese company. The Chinese regulatory process is pervasive, and the unique characteristics of Chinese business structures and legal relationships further complicate the process. Although he outlines faster and slower entry strategies, the author warns that most M&A deals in China never close.
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Why Private Equity's Salad Days May Be Over, Or At Least On Ice - March 2010
Abstracted from: Problems For Private Equity Continue
By: Patrick GoyLincoln International, Chicago IL
Financial Executive - Vol. 26, No. 1, Pgs. 56-57
Easy borrowing helped to fuel a rush of private equity investing, but the bank vault these days has slammed shut. Restructuring specialist Patrick Goy sees tight times ahead for private equity firms, amid few new investments or investors and calls for cashing out and distributing the proceeds.
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Even CEOs Infected With Hubris Can Learn From Successive Acquisitions - March 2010
Abstracted from: Learning, Hubris And Corporate Serial Acquisitions
By: Prof. Nihat Aktas, Prof. Eric de Bodt, and Prof. Richard RollEMLYON Business School, France (NA); Université de Lille, France (EB); UCLA Anderson School of Management (RR)
Journal of Corporate Finance - Vol. 15, No. 5, Pgs. 543-561
CEOs love doing deals, but the acquiror's stockholders too often are poorly served by the acquisition. So why do M&A campaigns persist? Some critics blame it on hubris in the CEO, but business professors Nihat Aktas, Eric de Bodt, and Richard Roll think the CEO is just learning from experience with earlier deals.
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Don't Ask, Don't Think (Or, How Irrational Bias Taints Merger Decisions) - March 2010
Abstracted from: What Drives Merger Decision Making Behavior? Don't Seek, Don't Find, And Don't Change Your Mind
By: Prof. Vicki Bogan and Prof. David JustCornell University
Journal of Economic Behavior & Organization - Vol. 72, No. 3, Pgs. 930-943
Professors Vicki Bogan and David Just set up an experiment: undergraduate business majors and top executives worked through some case studies, deciding whether to merge with the target while the researchers watched how the subjects used (or ignored) data. The results are fascinating, and critical reading for any thoughtful dealmaker.
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