February 8, 2008 Mercatus Center Capital Campus
Sacramento Professor David Gamage will speak on the California budget deficits and how tax structures can reduce fiscal volatility in state budgets.
January 2008
Executive Director Ken Taymor co-authors publication in Cell: Stem Cell "Challenges to Human Embryonic Stem Cell Patents" exploring the technical and moral based legal limitations on three foundational patents for developing stem cell based therapies. For the complete article go here.
January 2008
Professor Eric Talley co-authors report commissioned by the U.S. Securities and Exchange Commission to provide "a factual description of the current state of the investment advisory and brokerage industries for its evaluation of the legal and regulatory environment concerning investment professionals." For the complete report go here.
BCLBE Faculty Co-Director Jesse Fried Comments on Stock Options Backdating
Friday, July 27, 2007
NPR's Marketplace "Reward CEOs with 'hands-off options"
Stock options backdating has been back in the news with the criminal conviction of the former CEO of Brodade. In two recent commentaries, BCLBE Faculty Co-Director Jesse Fried looks at the question of who benefits and who is harmed from stock options backdating and and describes an option structure that would prevent backdating, springloading, and insider trading.
BCLBE Comments on Recent U.S. Supreme Court Rulings
Thursday, July 6, 2007
The U.S. Supreme Court substantially expanded the ability of businesses and labor unions to run political advertisements that support or oppose named candidates. BCLBE faculty members summarize the decision, Federal Election Commission v. Wisconsin Right to Life, Inc., explore its significance for campaign finance reform, and discuss what it reveals about the Roberts Court.
For complete comments, go here. (pdf)
Thursday, June 28, 2007
The United States Supreme Court overturned a nearly century old antitrust rule that absolutely barred manufacturers from setting minimum retail prices. BCLBE faculty members analyze this decision, Leegin Creative Leather Products, Inc. v. PSKS, Inc. (d.b.a. Kay's Kloset), and explain its underlying economic rationale and potential consequences for antitrust litigation and enforcement.
For complete comments, go here. (pdf)
Friday, June 22nd, 2007
The US Supreme Court, in Tellabs, Inc. v. Makor Issues & Rights Ltd, clarifies the requirements for pleadings in securities fraud cases. BCLBE Faculty Co-Director Eric Talley and Executive Director Ken Taymor review the decision and question whether it will lead to less or more litigation.
For complete comments, go here. (pdf)
Professor Jesse Fried on stock option backdating "Apple's Image Might Turn Sour" Jessica Guynn, San Francisco Chronicle
October 6, 2006
Professor Gillian Lester on the Benefits of Domestic Partner Benefits "Levi's Was Ahead of It's Time"
C.W. Nevius, San Francisco Chronicle
July 6, 2006
Interview with Eric Talley
Eric Talley, Co-Faculty Director of BCLBE and Visiting Professor of Law at Boalt Hall, recently co-authored an article entitled "Going Private Decisions and the Sarbanes-Oxley Act of 2002: A Cross Country Analysis", with Ehud Kamar and Pinar Karaca-Mandic. We recently interviewed him about his findings.
Q: In this article you examine the phenomena of public companies going private within the first two years after the enactment of Sarbanes-Oxley. What did you find?
Talley: We found evidence consistent with the claim that Sarbanes-Oxley has disproportionately affected smaller companies, using a methodology that may be a little bit more reliable than methodologies others have used to answer this question. For example, some researchers have tried to gauge how onerous SOX has been on small companies by conducting surveys. The problem with this approach is that you can't know whether you're getting the truth or an exaggerated response, and what's more, you never look at any of SOX's benefits. For example, if it were the case...
Ken King '87 Shares Details of Recent Yahoo!-Alibaba Deal in China
Just hours after China's biggest-ever Internet deal was closed, Ken King '87 gave the Boalt community an insider's perspective on the newly forged partnership between Yahoo! Inc. and Alibaba.com, the largest e-commerce company in China. "It was one of the most complex, difficult deals I've ever been involved with," said King, a partner in charge of the Palo Alto and San Francisco offices of Skadden, Arps, Slate, Meagher & Flom, in an October 24 talk at Boalt Hall. An expert in corporate and securities law, King represented Sunnyvale-based Yahoo in the transaction valued at more than $4 billion.
Announced last August, the deal was completed on October 24 with a $1 billion cash transfer plus $700 million in assets from Yahoo's China operation, King said. In exchange, Yahoo now owns a 40 percent stake in Alibaba.com. Alibaba is China's top e-commerce company with a network of online marketplaces-including an auction site-
that reach more than 20 million registered users worldwide. King noted that the transaction also creates a partnership for Yahoo with Alibaba's "very sophisticated" management team in China under the leadership of the company's CEO, Jack Ma. "I think what Yahoo was looking for was domestic management expertise in China," King said. "That was really what was informing a lot of the approach."
King's talk, "Cross-Border M & A: Doing the Yahoo!-Alibaba Deal in China," was sponsored by the Berkeley Center for Law, Business and the Economy (BCLBE), Boalt's new research center focused on the impact of law on business and the U.S. and global economies. Part of BCLBE's ongoing speaker series, King's presentation drew about 200 people. "You can think about the deal in lots of different ways," explained King, who serves as a member of BCLBE's advisory board. "Ultimately, it was something of a joint venture."
King said the negotiations included 20 days of on-site talks in both Hong Kong and Palo Alto, along with daily conference calls that began for him at 6:30 p.m. on the West Coast and often ended in the early hours the following morning. In addition, lawyers from some eight different firms were dealing with governing laws from multiple jurisdictions, King explained. The new entity, like most of China's Internet companies, was incorporated in the Cayman Islands, King said.
The deal creates a partnership in one of the largest and most attractive Internet markets in the world, he said. Currently, China ranks just second to the United States in the overall number of Internet users. China has 103 million people online compared to 203 million users in the United States. But with an overall Internet penetration rate of just 8 percent of China's 1.3 billion residents compared to 69 percent of the United States' 296 million residents, "It's pretty easy to do the math and understand why China is an important market for any company," he said.
King heads Skadden's Corporate Group in the San Francisco Bay Area and has represented technology and other firms in a number of high-profile transactions, including cross-border mergers and acquisitions. While at Boalt, he served as editor-in-chief of the California Law Review and was a member of the Order of the Coif.
(10/25/05)
A Failure in Governance: Why Executive Pay Is Still Broken
Jesse Fried, professor of law and BCLBE faculty co-director, recently published Pay Without Performance, a book written with Harvard's Lucian Bebchuk that examines the continuing controversy over executive compensation. We sat down recently with Fried to discuss the book.
Q: Your book opens with a quote from Harvard Business School Dean Kim Clark asking about the recent wave of corporate scandals: "Is it a problem of bad apples, or is it the barrel?" You seem to take the view that it’s the barrel.
Fried: The focus of our book is on executive pay, and much of the corporate misbehavior we’ve seen over the last several years was either exacerbated or directly caused by flaws in the compensation arrangements that boards provide CEOs—flaws that we identify in our book. These compensation problems have not been limited to a small number of firms, but rather have been widespread, persistent, and systemic. It’s not a few bad apples, it’s the entire barrel. ...
Information Services, Common Carriage and Regulation: Beyond Brand X
BCLBE's Howard Shelanski, Boalt Hall professor of law and former chief economist at the Federal Communications Commission, says that despite concerns over the long-term impact on consumers, the Supreme Court's June decision in National Cable and Telecommunications Assn. v. Brand X "came out in the right place" in affirming the FCC's discretion to classify broadband technology as an information service. We recently spoke with Shelanski to have him walk us through Brand X and its implications.
Q: Can you tell us about the background of this case?
Shelanski: A few years ago, AT&T purchased TCI, a big cable system with a pre-existing contract with Excite at Home to be its exclusive Internet service provider (ISP). Other big ISPs, notably AOL, saw the potential of Internet cable service. So they started to demand the right to “open access” on cable networks. The FCC declined to order open access but did pressure cable systems, in some cases, to open up their systems a little bit. So when AOL and Time Warner merged, the FCC said AOL could not be the only ISP for the merged company’s broadband Internet customers. ...
article you examine the phenomena of public companies going private within the first two years after the enactment of Sarbanes-Oxley. What did you find?
Announced last August, the deal was completed on October 24 with a $1 billion cash transfer plus $700 million in assets from Yahoo's China operation, King said. In exchange, Yahoo now owns a 40 percent stake in Alibaba.com. Alibaba is China's top e-commerce company with a network of online marketplaces-including an auction site-
that reach more than 20 million registered users worldwide. King noted that the transaction also creates a partnership for Yahoo with Alibaba's "very sophisticated" management team in China under the leadership of the company's CEO, Jack Ma. "I think what Yahoo was looking for was domestic management expertise in China," King said. "That was really what was informing a lot of the approach."
opens with a quote from Harvard Business School Dean Kim Clark asking about the recent wave of corporate scandals: "Is it a problem of bad apples, or is it the barrel?" You seem to take the view that it’s the barrel. 
Can you tell us about the background of this case?