July 30, 2015
Sean Griffith's Deal Tax Clinic
Posted by David Zaring

Fordham's Sean Griffith is putting his motions where his writing is, and taking positions against "deal tax" shareholder settlements.  If you missed it, here's a bit from the Wall Street Journal story on the approach.

Over the past few months, Mr. Griffith says he has bought a small number of shares in about 30 companies following the announcement of a takeover. When the expected shareholder lawsuits are ultimately settled, he plans to use his standing as a shareholder to formally object.

His first salvo came Monday at a Delaware hearing to approve a settlement of litigation over Riverbed Technology Inc.’s sale. Under terms of the settlement, Riverbed, now owned by private-equity firm Thoma Bravo LLC, would pay plaintiffs’ lawyers a $500,000 fee and provide additional details on the buyout process. Riverbed and its new owners also would get immunity from future litigation stemming from the buyout, which closed in April.

Riverbed and Thoma Bravo declined to comment.

Mr. Griffith, who owns 100 shares of Riverbed, said the agreement would enrich plaintiffs’ lawyers while delivering no real benefits to investors, and he asked a judge to reject it.

Matt Levine thinks it is the lord's work.  Bainbridge approves.  And Alison Frankel is interested.  I approve as well - it's nice to see a law professor doing a research based quasi-clinic, and if Sean gets his law students to help out, he'll be following Lucian Bebchuk's very effective model.

 

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