In a groundbreaking deal closed in May 2007, Oaktree Capital Management LLC, a leading private U.S. hedge fund advisory firm, sold a 15 percent equity stake in itself for $880 million. The deal is groundbreaking because it was not structured as an initial public offering (IPO), traditionally the...

The Article examines the reverse merger method of going public. It describes the principal features of reverse mergers, including deal structure and legal compliance. Although reverse mergers are routinely pitched as cheaper and quicker than traditional IPOs, the Article argues that such pitches...

On February 28, 2008, American International Group, Inc. (AIG), the largest insurance company in the United States, announced 2007 earnings of $6.20 billion or $2.39 per share. Its stock closed that day at $50.15 per share. Less than seven months later, however, AIG was on the verge of...

We explore the theory, law, and practice of the shift by public companies from a plurality voting standard for the election of directors to a majority voting standard, an emerging governance reform sweeping corporate America. Although not mandated by law, as of October 2006, more than 250 public...

The Article advocates regulatory reforms designed to carve a new path to equity capital and share liquidity for private companies. Specifically, the reforms would allow private companies to generally solicit sophisticated investors and would foster the development of a liquid...

The Article examines Private Investments in Public Equity (PIPEs), an important source of financing for small public companies. The Article describes common characteristics of PIPE deals, including the types of securities issued and the basic trading strategy employed by hedge funds, the most...

The article examines the mandatory requirement under state corporate law and stock exchange listing standards that public corporations hold annual shareholders' meetings for the election of directors. Specifically, I question the value of requiring corporations to (1) elect directors annually,...

In the wake of the 2003 mutual fund scandal, numerous lawsuits have been filed against mutual fund officers, directors and investment advisers. Many of these lawsuits allege violations of section 36(a) of the Investment Company Act of 1940. Section 36(a) provides a federal cause of action for a...