Reynolds's Feed
Jan 8, 2015

Breakingviews: M&A at last finds a way for lawsuits to pay

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – It turns out lawsuits can
actually add value to deals. A recent ruling against genealogy
website Ancestry.com makes it easier to sue for higher merger
prices in so-called appraisal rights cases. Unlike most M&A
claims, these ones are typically strong – and potentially a good
check on the M&A process.

Appraisal rights allow stockholders who opposed a deal to
ask a judge to set the price for their shares. In Tuesday’s
ruling on the 2012 Ancestry.com buyout, a Delaware jurist said
Merion Capital could exercise those rights, even though its
shares were technically owned by stock-certificate aggregator
Cede and the hedge fund couldn’t prove how they were voted. That
didn’t matter, the judge ruled, because Cede voted more shares
against the deal than Merion eventually owned.

Dec 30, 2014
via Breakingviews

Accounting fraud is ripe for fresh scrutiny

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By Reynolds Holding

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

Dodgy numbers will replace insider trading as Wall Street watchdogs’ preferred prey in 2015. New auditing and analytics have already given the U.S. Securities and Exchange Commission a head start, even if the 2002 Sarbanes-Oxley reforms make cases of accounting fraud harder to track down.

Dec 30, 2014

Breakingviews: Accounting fraud is ripe for fresh scrutiny

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – Dodgy numbers will
replace insider trading as Wall Street watchdogs’ preferred prey
in 2015. New auditing and analytics have already given the U.S.
Securities and Exchange Commission a head start, even if the
2002 Sarbanes-Oxley reforms make cases of accounting fraud
harder to track down.

American enforcers have racked up hefty settlements and
priceless publicity pursuing the likes of SAC Capital for
trading illegally on secrets. The SEC alone filed 52 such cases
in fiscal 2014, near the 2006 high of 61.

Dec 23, 2014

Breakingviews: Uber takes patent office for ride on surge pricing

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – Uber is taking the U.S.
patent office for a ride on surge pricing. The taxi app’s claim
to own the idea of increasing charges during peak hours is a
stretch. Like the company’s other dubious intellectual-property
filings, though, this one can temporarily slow rivals. That may
buoy investors anticipating an initial public offering, but the
tactic risks fueling patent wars.

Twitter, Facebook and other technology
companies typically stockpile IP filings before going public.
That helps them defend against infringement claims and deter
competitors from copying their inventions. Uber is seeking
patents covering its cab-booking services in preparation for a
possible IPO.

Dec 22, 2014
via Breakingviews

First case against algorithm could reboot U.S. law

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By Reynolds Holding

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

A new test is coming for U.S. law: the first criminal case against an algorithm. The prosecution of an energy trader essentially turns on whether one computer program duped another. Proving intent seems futuristic at best where software is the de facto defendant.

Dec 22, 2014

Breakingviews-First case against algorithm could reboot U.S. law

By Reynolds Holding

NEW YORK (Reuters Breakingviews) – A new test is coming for
U.S. law: the first criminal case against an algorithm. The
prosecution of an energy trader essentially turns on whether one
computer program duped another. Proving intent seems futuristic
at best where software is the de facto defendant.

There’s little doubt that Michael Coscia’s program engaged
in “spoofing,” the practice of placing and quickly cancelling
big futures-contract orders in the hope that prices will move to
where a trader can profitably buy or sell other contracts. The
question, though, is whether the accused trader intended to fool
his counterparts.

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.

    • 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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