Reynolds's Feed
Dec 17, 2014
via Breakingviews

M&A “clear day” defenses can cloud investor rights

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own. 

Corporate defenses can hurt investors, rain or shine. Anti-takeover measures adopted on so-called “clear days” – before threats arise – are more likely to weather legal scrutiny. It’s one reason Allergan was able to beat back Valeant’s unwanted $52 billion advance. When such protections are triggered in the heat of battle, though, they’re considered unfair surprises. Either way, shareholders usually get unneeded cover.

Dec 17, 2014
via Breakingviews

Europe could edge past U.S. in race to courthouse

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Europe’s companies could edge past Uncle Sam’s in the race to the courthouse. New rules and bank scandals are boosting fraud and class-action filings in Britain. Patent combatants are flocking to German judges. And spats over failed investments are clogging courts across the EU.

Dec 17, 2014

Breakingviews: M&A “clear day” defenses can cloud investor rights

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – Corporate defenses can
hurt investors, rain or shine. Anti-takeover measures adopted on
so-called “clear days” – before threats arise – are more likely
to weather legal scrutiny. It’s one reason Allergan was
able to beat back Valeant’s unwanted $52 billion
advance. When such protections are triggered in the heat of
battle, though, they’re considered unfair surprises. Either way,
shareholders usually get unneeded cover.

U.S. companies have plenty of leeway to set reasonable
ground rules for investors. They can pick where to be sued,
require lengthy notice of shareholder proposals and use
pre-existing business plans to reject hostile bids, so long as
they don’t penalize particular investors.

Dec 16, 2014

Breakingviews: Shooting suit may bring capitalism to arms makers

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – A lawsuit over a deadly
Connecticut school shooting could bring capitalist pressures
back to arms makers. A U.S. law shields firearms firms from
product liability, making litigation filed by families of Sandy
Hook victims a stretch. But the exemption arguably gives the
likes of Bushmaster an unfair edge.

The families are testing a loophole in the 2005 Protection
of Lawful Commerce in Arms Act. The law bars most suits but
allows those alleging “negligent entrustment” – when a product
is supplied that someone uses to inflict harm. The suit claims
Bushmaster and a gun seller negligently entrusted the public
with a military-style rifle, a weapon never meant for civilians.

Dec 11, 2014
via Breakingviews

Overreaching enforcers redraw insider trading line

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own. 

Enforcers have revealed an insider trading line by stepping over it. A U.S. court on Wednesday tossed convictions of two hedge fund managers, sharply narrowing the law on improper dealings. Prosecutors should expect more embarrassing reversals. The silver lining is that the ruling gives Wall Street some much-needed clarity on what’s forbidden and should curb government excesses.

Dec 10, 2014

Breakingviews: Overreaching enforcers redraw insider trading line

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – Enforcers have revealed
an insider trading line by stepping over it. A U.S. court on
Wednesday tossed convictions of two hedge fund managers, sharply
narrowing the law on improper dealings. Prosecutors should
expect more embarrassing reversals. The silver lining is that
the ruling gives Wall Street some much-needed clarity on what’s
forbidden and should curb government excesses.

Anthony Chiasson and Todd Newman were spared prison because
of a legal nuance. They traded on data passed from Dell and
Nvidia employees through intermediaries, but denied
knowing whether those insiders were compensated for their tips.
They argued correctly that such knowledge was an essential
element of the alleged crime. Prosecutors disagreed and
persuaded the trial judge to instruct the jury accordingly.

Nov 11, 2014
via Breakingviews

Steve Cohen’s loot could land in undeserving hands

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

SAC Capital’s ill-gotten gains could be headed for undeserving pockets. A $600 million settlement between Steve Cohen’s hedge fund – now called Point72 Asset Management – and the U.S. Securities and Exchange Commission will go to investors on the other side of the illegal transactions. Better them than Uncle Sam. But the real victims were drug firms Elan and Wyeth, whose data SAC’s trader misappropriated.

Oct 30, 2014
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REIT scandal could be good test for Sarbanes-Oxley

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

A scandal at one of America’s biggest real-estate investment trusts could be the perfect test for the Sarbanes-Oxley Act. American Realty Capital Properties’ stock tanked nearly 20 percent on Wednesday after the company said mistakes in its financial statements were intentionally left uncorrected. That sounds tailor-made for a case under the often-ignored law inspired by Enron, WorldCom and other accounting debacles.

Oct 13, 2014
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Bankers get painful and needed conflicts reminder

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own. 

Bankers just got handed a painful, and necessary, reminder about conflicts of interest. A $76 million penalty against RBC Capital Markets for working both sides of a deal is the latest blow to skewed loyalties. Even with recent knocks against Goldman Sachs and Barclays, however, it isn’t clear the message is reaching Wall Street.

Oct 9, 2014
via Breakingviews

Twitter free-speech chirps carry overtone of risk

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By Reynolds Holding

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Twitter’s chirping about corporate free speech carries an overtone of risk. After its UK super-injunction tiff, the microblogging service is fighting for the right to disclose secret U.S. demands for data. The two cases show firms have power to resist being muzzled – or forced to speak. That helps check judicial and government overreach, but it could also undermine useful regulation.

    • About Reynolds

      "Reynolds Holding is a Breakingviews columnist who writes from New York about the law in conjunction with Reuters Legal. Before joining Breakingviews, he was a national editorial producer for the Law & Justice Unit at ABC News, a senior writer for Time magazine and the executive editor of Legal Affairs, the first general interest magazine about the law. He spent more than a decade as an investigative reporter and columnist for The San Francisco Chronicle, where he was named a Pulitzer Prize finalist for explanatory writing. Before becoming a journalist, he practiced corporate law at the New York firm of ..."
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