Buyer’s Remorse and “MAC Outs” in M&A Agreements

Feeling some buyer’s remorse after your latest big purchase? Well, this happens to companies involved in multi-billion dollar mergers and acquisitions, too, in the time between signing an agreement and closing the deal. This is one reason that a material adverse change (“MAC”) clause is a standard feature in M&A agreements—to allow the buyer to exit the merger if certain adverse changes befall the target company, but to prevent the seller from backing out because it simply changed its mind. […] (More →)

DOL Guidance Communicates a Broad Joint Employment Concept

The Department of Labor (DOL) issued detailed guidance last month on the issue of joint employment under the Fair Labor Standards Act (FLSA) and the Migrant and Seasonal Agricultural Worker Protection Act (MSPA), identifying scenarios in which two or more employers may be held jointly responsible for compliance with the federal employment laws. The guidance anticipates a growing number of joint employment situations arising in what Dr. David Weil, administrator of the DOL’s Wage and Hour Division (WHD), characterizes as […] (More →)

Giving Regards to Broadway

On December 18, 2015, President Barack Obama signed into law a new tax package that, among other changes, would establish parallel treatment for live theatrical productions, and productions of film and television. Previously, Section 181 of the Tax Code allowed for a 100-percent write-off of the first $15 million in costs for producing film or television, as long as the majority of production occurred in the United States. The theory behind this move was to encourage film production in the […] (More →)

Major Issue for Minor League Players: The Fight to be Paid a Living Wage

Major League Baseball (MLB) player contracts have captured sports media headlines over the past few years due to their staggering values. This offseason alone saw two starting pitchers, Zack Greinke and David Price, sign contracts with average annual values exceeding $30 million and total values topping $200 million. Even a player like Jeff Samardzija, who finished worst in the American league in 2015 in total earned runs, home runs, and hits allowed, still secured a five-year contract worth $90 million. […] (More →)

Portuguese Debt Crisis

After the turmoil in Greece, another country that could potentially follow Greece’s unfortunate economic path seems to be Portugal. Problems in Portugal started many years ago, as debt issues plagued the country even before the financial crisis. Government spending rose, as the gross debt increased to over 60 percent of GDP in 2004. Furthermore, personal debt ballooned in Portugal over the course of a decade, which further exacerbated the economy. The government may not have adopted the most proper fiscal […] (More →)

What Slater & Gordon Means for Public Investment in U.S. Law Firms

Slater & Gordon Limited (“Slater”) is an Australian law firm with offices in the United Kingdom. The firm’s major practices include consumer litigation, class actions, and personal injury. Founded in 1935, the firm has grown into one of the largest personal injury law firms in the world and, as of 2007, became the world’s first law firm to publicly list stock on a major exchange—the Australian Securities Exchange—under the ticker symbol SGH. As in most developed countries in the early […] (More →)

Continuing Uncertainty for Dairy Cooperatives: Does Capper-Volstead Allow Dairy Cooperatives to Limit the Production of Raw Milk Through Cooperative Member Herd Retirement?

The Capper-Volstead Act grants limited immunity to agricultural cooperatives from the Sherman Antitrust Act, allowing them to fix agricultural commodity prices through joint processing and marketing. These exemptions from antitrust regulations have been necessary as United States farmers have historically been unable to independently cope with volatile markets and large buyers with greater market power. Despite the fact that Capper-Volstead has existed for nearly 90 years, the courts and the legislature have not definitively addressed whether certain actions taken by […] (More →)

Rejecting Keystone XL: Delays, Regulatory Politics, and Potential Responses

Earlier this month, President Obama rejected TransCanada’s application to the State Department for a cross-border permit to build the Keystone XL pipeline, stating that the project was not in the national interest. The 1,700-mile pipeline was to transport oil sands from Alberta, Canada to refineries on the Gulf Coast of the United States. His executive decision marks the end of a seven-year process that involved State Department environmental reviews, redrawing the pipeline route after an initial rejection by Obama, and […] (More →)

Marriot and Starwood’s Potential Merger: Antitrust Concerns of the World’s Largest Hotel Chain

On November 16th, Marriott International Inc. (“Marriott”) announced it will be buying Starwood Hotels & Resorts Worldwide Inc (“Starwood”). The deal will cost $12.2 billion, the largest hotel transaction since Blackstone Group paid $26 billion for Hilton Worldwide in 2007. The merger would officially make Marriott the world’s largest hotel chain, with over 5,500 properties. Before the merger, Marriott and Starwood must meet a few conditions. Of course, they must each hold a shareholder vote to approve the merger. However, […] (More →)

The Right to be Remembered Again: Costeja Gonzalez and the Right to be Forgotten

In May 2014, the Court of Justice of the European Union—Europe’s highest court—ruled in Google Spain v AEPD and Mario Costeja Gonzalez that EU citizens were entitled to “the right to be forgotten.” Individuals desiring more privacy gained new autonomy over their digital image: “Europeans who felt like they were being misrepresented by search results that were no longer accurate or relevant could ask search engines like Google to de-link the material.” Search engines suddenly enjoyed an enormous curating responsibility, […] (More →)

About CBLR

Columbia Business Law Review is the first legal periodical at a national law school to be devoted solely to the publication of articles focusing on the interaction of the legal profession and the business community. The review publishes three issues yearly, which involve students in the editing of leading articles in business law, as well as the production of student-written notes.