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Condign
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A quick question on how you deflated your numbers: how does 1978 nominal GDP of $2.3tr become $5.7tr in real dollars, but $19.1bn in nominal for the legal sector become $114bn? Did you use different deflators, and if so, why?
I'm conflicted about the ebook. On the one hand, it would be nice for you if it goes well. On the other, the Kindle is an awful device for reading most legal articles, because it handles footnotes very badly.
I don't think Palin's a good nominee, and no one questions my conservative bona fides. I think the distinction to be drawn is between not liking Palin and being openly antagonistic to her and her supporters.
You might have a problem fulfilling the Delaware residency requirement.
Surely this leads to a bizarre result, however? Sokol's actions hardly constitute a "usurpation" of a corporate opportunity, in the common and non-legal sense of the word, in that his actions don't prevent Berkshire from buying Lubrizol, or even raise the price that Berkshire would otherwise pay by $3 million. If anyone "lost" $3 million, it was the former Lubrizol shareholder who sold to Sokol without knowledge of an upcoming merger. So if this and the Davidoff analysis are correct, and Sokol disgorges, Sokol's actions end up purchasing Lubrizol for Berkshire shareholders at $3 million less than they would have paid had Sokol not traded. Does it make sense to have an insider trading rule that puts acquiring shareholders in a better position due to the actions of a "faithless" fiduciary, at the expense of a former Lubrizol shareholder? I think that this is the problem with jumping to Guth as a source of authority, despite its somewhat different facts. I understand the doctrinal analysis that you kindly provided the last time I mentioned this, but it still doesn't make sense that equity demands that Berkshire shareholders get a $3 million windfall.
Sharks gotta eat. Lawyers, however, do not have to be sharks.
Toggle Commented Apr 27, 2011 on Say on pay litigation at ProfessorBainbridge.com
Thank you for this summary. Two questions: a) What precisely is the corporate opportunity that Sokol actually seized, given that Berkshire bought the whole company anyway? Rather than stating that Berkshire's business is very broad, wouldn't the more relevant question be whether Berkshire is in the habit of making very small investments in target companies before buying them? It just seems like it should be irrelevant, from Berkshire's view, whether the shareholders from which they eventually purchase Lubrizol include Sokol? Or is there some reason that, without Sokol's purchase, Berkshire would have paid $8.997 billion? b) Assuming that the answer to the last question is no, wouldn't disgorgement result in a windfall for Berkshire shareholders (let alone their attorneys)?
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Apr 20, 2011