Are shareholder lawsuits, filed in opposition to proposed corporate mergers or asset acquisitions, on the rise and, even if so, does that indicate a problem? Does the fact that most such lawsuits are quickly settled indicate they have underlying merit? Who are the winners and losers in such lawsuits, and are the interest of shareholders generally served by such lawsuits? How are attorney’s fees calculated? Assuming something is amiss, is there a remedy? Is the opportunity for intervention by an objector useful?
Prof. Jonathan R. Macey, Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School
Hon. Gerald Walpin, former Inspector General, Corporation for National and Community Service, former Chief of Prosecutions, Office of the United States Attorney, Southern District of New York
On December 15, 2014, the National Labor Relations Board published a final rule amending its representation case procedures, which will become effective on April 14, 2015. According to the Board, the final rule retains the essentials of existing representation case procedures but removes “unnecessary barriers to the fair and expeditious resolution of representation cases.” Among other things, the rule shortens the election process to as few as 14 days from the current median time of 38 days, requires employers to give unions employees’ personal telephone numbers and email addresses, and makes post-election appeals discretionary with the Board rather than as of right.
The final rule has been challenged in lawsuits brought by employer associations in the U.S. District Courts for the District of Columbia and Western District of Texas. The complaints allege that the rule will restrict communication between employers and employees before an election, depriving employers of due process and speech rights and employees of information needed to decide intelligently how to vote.
Homer L. Deakins, Jr., Chairman Emeritus, Ogletree, Deakins, Nash, Smoak & Stewart, P.C.
Brent Garren, Deputy General Counsel, Local 32BJ, Service Employees International Union
Hon. John N. Raudabaugh, former member, National Labor Relations Board, Reed Larson Professor of Labor Law, Ave Maria School of Law, National Right To Work Legal Defense Foundation
On March 25, 2015, the United States Supreme Court heard oral arguments in Michigan v. Environmental Protection Agency. The case is comprised of three consolidated petitions, one from a group of 21 states, one from the trade group for electrical power plants, and one from the trade group for suppliers of coal to these plants. The Court will answer “Whether the Environmental Protection Agency unreasonably refused to consider costs in determining whether it is appropriate to regulate hazardous air pollutants emitted by electric utilities.”
Prof. Jonathan H. Adler, Johan Verheij Memorial Professor of Law, Case Western Reserve University School of Law
The laws of six states prohibit businesses—but not unions or other groups—from contributing to political parties, committees, or candidates. On February 24, 2015, the Goldwater Institute filed suit on behalf of two family-owned Massachusetts businesses to challenge Massachusetts’ political contribution ban. Since 1908, businesses have faced a total contribution ban, but special rules implemented in 1988 allow unions to contribute as much as $15,000 before any disclosure requirements or other contribution limits apply to the union. After unions have donated $15,000 to campaigns, their PACs can continue to contribute up to the ordinary limits. Meanwhile, business-funded PACs are banned from contributing. Does the Massachusetts law violate state and federal constitutional guarantees of equal protection, free speech, and free association?
Jim Manley, Senior Attorney, Scharf-Norton Center for Constitutional Litigation, The Goldwater Institute
In February of 2015, federal District Court Judge Andrew Hanen (Southern District of Texas) temporarily blocked President Obama’s executive actions on immigration, which would have shielded as many as five million people from deportation proceedings. Judge Hanen subsequently refused the federal government’s request to reconsider, and last week the government filed an emergency motion in the Fifth Circuit Court of Appeals asking that court to overturn the injunction. This week, Judge Hanen and federal government lawyers reportedly sparred over representations made in court by government attorneys on details of waivers already granted under the executive actions. What is the basis of Judge Hanen’s injunction? Is it likely to be overturned or upheld by the Fifth Circuit? What are the next steps in the proceedings?
Prof. John C. Eastman, Director, Center for Constitutional Jurisprudence, Henry Salvatori Professor of Law and Community Service, Chapman University Dale E. Fowler School of Law
Brianne Gorod, Appellate Counsel, Constitutional Accountability Center