In the WSJ, whose opinion pages are no longer behind a subscription wall:
Critically, however, "union pension funds" do not belong to unions. The funds are managed by trustees -- half appointed by the union and half by the companies that contribute to the fund pursuant to their collective-bargaining agreements. Under the federal employee benefits law (ERISA), which is administered by the Department of Labor, these trustees are to act "solely in the interest of the plan's participants and beneficiaries, and for the exclusive purpose of paying benefits and defraying reasonable administrative expenses," as the Department reiterated in an advisory opinion last month.
The Labor Department letter addressed a reported AFL-CIO plan to promote shareholder proposals that press companies to offer more generous employee health-care benefits, and that would require companies to disclose political contributions so shareholders could see if support was being given to candidates who don't share labor's views on health care.
Before undertaking "to monitor or influence the management of corporations," the department said, fiduciaries "must first take into account the cost of such action and the role of the investment in the plan's portfolio, and cannot act unless they conclude that the action is reasonably likely to enhance the value of the plan's investments." ...
In a word, unions are not entitled to use retirement funds to raise costs at the companies where the funds are invested. And unionized corporations are not required to permit this. Rather, management trustees and the Labor Department are obligated to prevent it.
Gretchen M. at the Times is not at all happy, but Profs. Ribstein and Bainbridge, and also DealBreaker, approve.
Through the so-called McNulty memo (earlier coverage), the Department of Justice has made a show of responding to criticism about its arm-twisting of corporate defendants to waive attorney-client privilege in white-collar crime investigations. According to a report to a Senate committee by former Delaware chief justice E. Norman Veasey, however, that effort falls short.
We're delighted to publish an original article on the Stoneridge case by Manhattan Institute visiting scholar (and University of Chicago law professor) Richard Epstein. Its title: "Primary and Secondary Liability Under Securities Law: The Stoneridge Investment Saga". Prof. Epstein's podcast of last week on the same subject is here, and our other coverage of Stoneridge is here.
At the University of Chicago Law Faculty Blog, they're debating LoPucki's recent Michigan Law Review article (with Joseph Doherty), Bankruptcy Fire Sales, which concluded that "during the period studied at least, the bankruptcy courts were selling large public companies at fire sale prices", in part because of forum-shopping in the "market" for reorganization filings.
Yesterday, after Richard Epstein addressed a Manhattan Institute luncheon on the topic of the pending Supreme Court Stoneridge case, our Jim Copland interviewed him for an eight-minute podcast about the case. It's very much worth listening to, and can be found here. Look for more Epstein podcasts at Point of Law as the fall proceeds.
He's got new commentaries on Stoneridge Investment Partners v. Scientific-Atlanta, "arguably the most important securities law case to reach the Court in a decade," here and here.
Enron's Jeff Skilling's attorneys have produced a masterful brief on appeal. Kirkendall discusses in detail (and hosts the entire 200-page-plus brief), and Larry Ribstein has additional analysis. Also: Henning and Podgor; Ashby Jones; TalkLeft. Earlier: Jan. 10; Dec. 8.
Rising litigation is one reason.
The University of Denver's Sturm College of Law has assembled a large online resource collection on the subject.