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Business at Berkeley Law



Proxy Access Proposals: The Next Big Thing in Corporate Governance

This year, the hot topic in corporate governance is the rise of proxy access. Even as we speak, groups of activist investors are forcing companies to change the way they nominate and elect board members and are thereby poised to work a sea change in corporate governance. This article will define proxy access, discuss the regulatory status of proxy access proposals, and evaluate the proxy revolution’s likely affect on American companies.

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AbbVie to Acquire Cancer Drug Maker Pharmacyclics for $21 Billion

Late on March 4, 2015, AbbVie (NYSE: ABBV) announced its acquisition of Pharmacyclics (NASDAQ: PCYC), the maker of a cancer-treatment drug called Imbruvica, for approximately 21 billion dollars.

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Macerich Rejects Unsolicited $16 Billion Bid From Simon Property

Macerich Co., the third-largest mall owner in the U.S. by market value, rejected an unsolicited mall takeover bid from its rival and the largest U.S. mall owner Simon Property Group, Inc. on Tuesday.

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Congress Reacts to Insider Trading Case with Two Proposed Bills

As previously discussed on this blog, in U.S. v. Newman the U.S. Court of Appeals for the Second Circuit made it more difficult to prosecute future cases of insider trading involving tippers. To establish a tippee’s liability, prosecutors are now required to prove not only the tippee’s knowledge of the tipper’s breach of the duty of confidentiality, but also the tippee’s knowledge of a personal benefit to the tipper. The court also held that the benefit should be of “some consequence,” and that mere friendship or a familial relationship alone are insufficient to establish a benefit to the tipper.

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Are Wall Street’s “Untouchables” Disbanding?

Preet Bharara’s crack team of prosecutors at the US Department of Justice have earned many merits and accomplishments. The team is specifically known for going head on against the big names in the financial market. Two of the team’s notable successes are the conviction of Bernard Madoff for his Ponzi scheme and SAC Capital Investors’ securities fraud indictment.

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General Motors to Buy Back $5B of Its Stock

General Motors announced on Monday that it reached an agreement with a group of activist shareholders to start a buyback plan for $5 billion by the end of next year.

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From a Standoff to a Rising Tide: New Cards in Play for DuPont v. Peltz

American billionaire and investing activist Nelson Peltz is a self-described “operational activist.” In layman’s terms, it is an individual who “targets companies that, by his measures, are performing far below their potential.” His previous campaigns demonstrate his penchant for splitting businesses that he considers “unwieldy and unfocused” into separate, but more profitable, units. Previous campaigns include dividing Cadbury Schweppes into Dr. Pepper Snapple Group for vegetables and Cadbury for sweets, as well as dividing Kraft Foods into Mondelez and Kraft Foods. All of these newly standalone companies are generating bigger profits than they did combined. Since then, he has been keeping his sights on better opportunities for “operational activism.”

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Female Billionaire Urges BPI-BCP Merger to Thwart CaixaBank Takeover

Isabel dos Santos, daughter of the president of Angola and Africa’s sole female billionaire, is unhappy with CaixaBank’s takeover bid for BPI. As the second largest investor in BPI, Santos owns 18.6% of the Portuguese bank through her investment company Santoro Finance, just shy of the 20% benchmark at which BPI caps shareholder voting power. CaixaBank, a Spanish Bank that owns 44.1% of BPI, has offered €1.94 billion for the remaining 55.9% of BPI, or €1.329 per share. Unimpressed with this bid, Santos wrote a letter to BPI and Millennium BCP, a Portuguese rival to BPI, urging a merger. This attempt to thwart CaixaBank was followed by an 8% spike in BPI’s share price to €1.48 last Tuesday, while BCP rose 2.4%.

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Tension in the Wolf Pack: Marcato Capital Criticizes Sotheby’s Board of Directors

Richard (Mick) McGuire, founder of the San Francisco hedge fund Marcato Capital Management LP and holder of 7.4 percent of Sotheby’s shares, recently sent a letter to the company’s board of directors, accusing the management of “willful neglect” and demanding an immediate $500 million share repurchase and replacement of the chief financial officer.

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Hedge Fund Accuses U.S. of Misconduct

In November 2010, the FBI executed a search warrant related to insider trading allegations at David Ganek’s Level Global hedge fund offices. Although Mr. Ganek was never charged with a crime, clients fearful of being linked to misconduct quickly withdrew funds, and the fund was promptly closed.

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