In the News

Eric Talley in the news:

ABA asking why M&A is still a man’s world

Eric Talley quoted in Bloomberg Business, March 1, 2015

Most law schools matriculate roughly even numbers of men and women, he said, and the introductory corporations classes typically are 50 percent female. But those numbers change dramatically in more advanced corporate classes. … Talley … said it was “an awakening” when he realized that even his own advanced classes were only 40 percent female. “There’s some zeitgeist about M&A that is causing some who would love the field not to enter it.”

Apple’s secrets may be outed in obscure bankruptcy case

Eric Talley quoted in San Jose Mercury News, October 20, 2014

“Apple works aggressively to get the best deals from its contractors,” he said. “They don’t want them comparing notes with each other and essentially forming a gigantic bargaining unit.”

Traditional skills still necessary, just no longer sufficient

Eric Talley writes for Daily Journal, May 22, 2013 (registration required)

While the market for new lawyers has certainly improved, the landscape awaiting them has changed in a number of important respects. The market is most promising for entering lawyers who have developed an appropriate skill set, and who are less in need of rudimentary training while on the job.

Activist shareholders try new tactics

Eric Talley interviewed by KPCC AirTalk, February 25, 2013

“One of the degrees of the heterogeneous nature of a shareholder is the extent to which they care—or are willing to trade off—maybe the quarterly bottom line against investments in carbon efficiency, or other sorts of social goals. There is a sense that in California, many shareholders—particularly within the institutional community, pension funds, and so forth—have greater degrees of weight that they place on some of those other social goals alongside profitability.”

Disruptions: Instagram testimony doesn’t add up

Eric Talley quoted in The New York Times, December 16, 2012

In general, said Eric Talley, a law professor at the University of California, Berkeley, “if there is sworn testimony, there are perjury risks.” Also, he added, “there are fraud risks in which an inaccurate statement to your investors could violate antifraud laws at both the state or federal level.” Dr. Talley said there were many reasons people might try to hide information from investors, including “deal sweeteners,” in which someone might be allowed to remain head of a company or be given more cash.

Microsoft (legally) avoided $6.5B in taxes over 3 years

David Gamage and Eric Talley quoted in The Seattle Times, September 21, 2012

While it’s right to a certain extent to say that U.S. companies aren’t paying their fair share of taxes, Talley said, it’s also true that multinational corporations have substantial leeway in where they locate. “If policymakers decide to close up the loophole, a potential danger is that companies may start to move their physical operations overseas,” he said.

David Gamage, an assistant professor at UC Berkeley School of Law, said it’s impossible for him to know whether Microsoft or HP have done anything wrong without seeing privileged documents that he doesn’t have access to. “But my guess, based on what’s been publicly available, is that Microsoft is, at the very minimum, being extremely aggressive in its interpretation of U.S. tax laws,” he said.

Facebook investors file lawsuits over IPO

Eric Talley and Robert Bartlett quoted in San Francisco Chronicle, May 23, 2012

“If I can demonstrate that something was false, I don’t have to also demonstrate that they should have known it was false,” said Eric Talley.

But by one reading of that rule, investment banks could share analysts’ guidance with clients before the date of the IPO, UC Berkeley assistant law professor Robert Bartlett said. Given these issues, it may turn out that Morgan Stanley and Facebook violated the spirit but not the letter of securities rules, Bartlett said.

Disruptions: Facebook’s real-life ‘spidey sense’

Eric Talley cited in The New York Times, Bits, May 13, 2012

Eric Talley, a law professor at the University of California, Berkeley, said that although Facebook could be accused of market manipulation or anticompetitive practices, the company could defend itself by saying that others monitored the same data and that Facebook simply did the job better.

Eric Talley Clarifies Insider Trading Law

The International Business Times, February 27, 2012 by Ryan Villarreal

There is no information yet that confirms StratCap had intended to engage in insider trading, though it would be getting privileged access to information gathered by Stratfor without having to inform the company’s shareholders about its investments. Talley said this opens up a legal gray area that is conducive to insider trading, but not directly engaged in the practice.

Eric Talley Explains Impact of SEC Rules on Facebook IPO

Bloomberg Businessweek, February 21, 2012 by Karen Weise

Since the 2005 reforms are fairly recent, and the IPO market has been cool during much of that time, lawyers are still quite conservative about how they interpret the relaxed rules, Talley says. They advise their clients to keep extra quiet, which can prove to be particularly hard for tech companies, where “part of the culture is to have a little bit of public swagger,” and showmanship is part of the business plan, he says.

Eric Talley Says January Jobs Rate Atypical

American Public Media, Marketplace, February 3, 2012 Host Adriene Hill

One of the problems between December and January is that there are a lot of seasonal holiday oriented jobs that can cause those December numbers to look larger than they really are. And so, some of those December jobs go away because they were always meant to be temporary positions.

Eric Talley Weighs in on Facebook IPO

Corporate Counsel, February 2, 2012 by Catherine Dunn

Another area that may draw questions is how Facebook values its assets. Given the Internet tech sector’s reliance on intangible assets—such as intellectual property rights and their growth opportunities in a rapidly changing field—”this is sometimes quite difficult for a lot of tech companies,” says Talley…. The question becomes, “How do I value the network effect of the fact that Facebook is, by an order of magnitude, the largest social networking site in the world?” he says.

Eric Talley Comments on Solyndra CEO’s Resignation

San Francisco Chronicle, October 13, 2011 by David R. Baker

“When a CEO gets into a position where the company may be facing criminal prosecution or a criminal investigation, the likelihood of the CEO leaving gets pretty high,” said Eric Talley, co-director of the UC Berkeley Center for Law, Business and the Economy.

Eric Talley Analyzes Gundlach-TCW Legal Battle

-Reuters, September 16, 2011 by Mary Slosson

“As a general matter, this could be a cautionary tale about trying to litigate the bejeezus out of an unhappy situation,” Talley said.

-The Wall Street Journal, September 17, 2011 by Liz Moyer

“This may have been more than anything else a very unsettling divorce,” said Eric Talley, a law professor at the University of California at Berkeley. “They ended up in an arms race of litigation.”

Eric Talley Analyzes Trade Secret Law in Gundlach Trial

Reuters, September 9, 2011 by Mary Slosson

“In the financial services industry, trade secrets relate to some underlying valuation model or algorithm,” said Eric Talley, director of the University of California Berkeley Center for Law, Business, and the Economy. “That’s sometimes quite difficult to prove. These are specifics that are often very confusing even to professional business people and accountants.”

Eric Talley Explains Limits of Dodd-Frank Act

KQED-FM, Forum, July 25, 2011 Host Michael Krasny

“Well, one of the most interesting things about Dodd-Frank, and it’s probably true about most types of financial reform, is that when Congress promulgates these acts, there’s a lot of fact-finding that has to be done to go into filling out the details, and therefore Congress almost necessarily has to kick the can down the road to the various regulatory entities.”

Eric Talley Comments on Doomsayer’s Legal Liability

Bay Area News Group, May 21, 2011 by Matthias Gafni

“As long as there’s a genuine belief by the sponsors, even if it’s wrong, it wouldn’t necessarily be false advertising it would just be an incorrect prediction,” Talley said.

Eric Talley Notes Rationale for Business Law Certificate

Daily Journal, May 17, 2011 by Erica E. Phillips (registration required; go to H:\Law School in the News\In the News 2011\News Clips for article)

“One thing became increasingly clear: It’s pretty hard to operate in [corporate and securities law] without having a pretty good understanding of exactly what it is that investment bankers are doing. The stakes have gone up, and the complexity of deals has gone up.”

Eric Talley Gives Winklevoss Case Slim Odds of Success

San Francisco Chronicle, April 24, 2011 by James Temple

“Courts have become more skeptical of these claims, but as the stakes in them have gone up, they’re more frequently asserted as well,” said Eric Talley, co-director of the Berkeley Center for Law, Business and the Economy. “They have a lower probability of success, but if they succeed they’re worth a lot of money.”

Eric Talley Comments on Recent Round of Bank Stress Tests

The New York Times, DealBook, March 2, 2011 by Jesse Eisinger, ProPublica

Now the banks are reporting on their own internal capital plans based on their own asset assessment. “It could be that banks have been really assiduous about own risk portfolios,” Professor Talley said. “Or it could be that too much control over the process has been handed over to banks. It’s hard to tell.”