May 25, 2009
Corporate Law Limericks
Posted by J.W. Verret

While I was trying to write my final exam for Corporate Law this semester I found a new way to procrastinate.  Richard Epstein told me once that teaching is a species of performance art, so I tried my hand at writing up a few limericks for my class based on cases in the textbook.  (For more, check out some good ones from Jeremy Telman here.)

In Re Oracle (on challenges to the independance of a Special Litigation Committee)

Some Stanford connections are fine,
But too many bother VC Strine.
SLC's, like Ceasar's wife,
must be without strife,
Otherwise dismissal is in a bind

Omnicare (challenge to deal protection measures)

Fiduciary-outs are required,
And Unocal/Revlon rewired.
Though, the test is unbent!
For heed the dissent,
In which Orman v. Cullman is sired.

In Re Disney

For Eisner, the Mouse House has only one king.
Ovitz is fired, but leaves with much bling.
But these suits win seldom,
Good Faith is a spectrum.
102(b)7 is a powerful thing!

AFSCME v. CA (on the legality of election bylaws)

SEC seeks Delaware advice on this bylaw,
Yet it suffers from a heroically fatal flaw.
Darn fiduciary out!
The contest is a route.
Yet, reimbursement otherwise allowed by law!

SEC v. O'Hagan (on the misappropriation theory of insider trading)

After I lost it all,
Thought I'd recoup trading calls.
But then, damnation,
Forgot mis'prop'riation!
Tender info was my downfall.

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