DealLawyers.com Blog

As he blogged on “The Conglomerate Blog” a while back, Professor JW Verret shares these corporate law limericks he forwarded to his class (JW is responsible for the first five):

1. In Re Oracle (on challenges to the independance of a Special Litigation Committee)

Some Stanford connections are fine,
But too many bother VC Strine.
SLC’s, like Ceasar’s wife,
must be without strife,
Otherwise dismissal is in a bind

2. Omnicare (challenge to deal protection measures)

Fiduciary-outs are required,
And Unocal/Revlon rewired.
Though, the test is unbent!
For heed the dissent,
In which Orman v. Cullman is sired.

3. In Re Disney

For Eisner, the Mouse House has only one king.
Ovitz is fired, but leaves with much bling.
But these suits win seldom,
Good Faith is a spectrum.
102(b)7 is a powerful thing!

4. AFSCME v. CA (on the legality of election bylaws)

SEC seeks Delaware advice on this bylaw,
Yet it suffers from a heroically fatal flaw.
Darn fiduciary out!
The contest is a route.
Yet, reimbursement otherwise allowed by law!

5. SEC v. O’Hagan (on the misappropriation theory of insider trading)

After I lost it all,
Thought I’d recoup trading calls.
But then, damnation,
Forgot mis’prop’riation!
Tender info was my downfall.