Ann M. Lipton's avatar

Ann M. Lipton

@annmlipton.bsky.social

2089 followers 803 following 4385 posts

Law prof at Tulane, business and securities. Blogging at lawprofessors.typepad.com/business_law/ann-lipton/
Scholarship at papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=2365170
No longer welcome in the State of Nevada.

Reposted by Ann M. Lipton

CNN's avatar CNN @cnn.com
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A Black man has filed an employment discrimination lawsuit against a hotel in Detroit, Michigan, alleging the hotel only offered him a job interview after he changed the name on his resume, according to a copy of the lawsuit obtained by CNN.

2 replies 7 reposts 15 likes

Reposted by Ann M. Lipton

Kathleen Bachynski 's avatar Kathleen Bachynski @bachynski.bsky.social
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“The U.S. Federal Trade Commission plans to sue the three largest pharmacy benefit managers over their negotiating tactics for various medicines, including insulin, that pushed patients toward higher-priced treatments, according to a source familiar with the matter.”

2 replies 30 reposts 77 likes

Reposted by Ann M. Lipton

Victor Ray's avatar Victor Ray @victorerikray.bsky.social
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This is such a cool study. It reminded me of an interview I heard with Ta-Nehisi Coates about him writing comics. He said something along the lines of his comics writing enraged folks more than anything else and he realized he was messing with their foundational stories.

2 replies 22 reposts 58 likes

Reposted by Ann M. Lipton

grg's avatar grg @grgd.bsky.social
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Ignore this at your own peril

4 replies 48 reposts 214 likes

Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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as funny as it would be, i'm pretty confident he's gonna sign. save your lobbying fire for something else.

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Nate Raymond's avatar Nate Raymond @nateraymond.bsky.social
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What I'm covering today: The Montana Supreme Court will hear the state's appeal of a landmark ruling holding that it was violating the rights of young people by barring agencies from considering the impacts of climate change when approving fossil fuel projects. www.reuters.com/legal/montan...

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Wordle 1,117 5/6* ⬜⬜⬜⬜⬜ ⬜🟨🟨⬜⬜ ⬜🟩⬜🟨⬜ ⬜🟩🟨⬜🟨 🟩🟩🟩🟩🟩

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Prof Charles Elson on changes to the DGCL:

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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"The sellers, he said, should stop emphasizing 'clean beauty,' because it was no longer 'sexy' or a clear differentiator in the beauty industry. Instead, Mr. Rey said, the new 'sexy' was 'the environment.'"

1 replies 1 reposts 1 likes

Reposted by Ann M. Lipton

Jorge Caballero's avatar Jorge Caballero @datadrivenmd.social
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Trump's Project 2025, page 594: make it harder for employees to unionize and allow employers to commit workplace safety violations without fear of repercussions simply by claiming that they didn't intend to put workers in harm's way

4 replies 69 reposts 168 likes

Reposted by Ann M. Lipton

Jorge Caballero's avatar Jorge Caballero @datadrivenmd.social
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Project 2025, page 592: make it harder for employees to be paid at overtime rates by allowing employers to average the number of hours worked over 2-4 weeks

49 replies 390 reposts 787 likes

Reposted by Ann M. Lipton

Joshua J. Friedman's avatar Joshua J. Friedman @joshuajfriedman.com
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NEW: Former WSJ health-care reporter Stephanie Armour files a disability discrimination lawsuit against the paper, alleging her editors kept trying to revoke her disability accommodation of working from home and ultimately made it impossible for her to continue there (via David Folkenflik)

7 replies 90 reposts 252 likes

Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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to be fair, i read him not as endorsing that but explaining how/why journos were reacting as they were - it wasn't a defense.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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they found new and creative things to fry and for that, respect

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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she's not worse but she's not better :-(

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Matthew Stiegler's avatar Matthew Stiegler @matthewstiegler.bsky.social
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Starting today, I’m building and leading a team in Larry Krasner’s Philadelphia DA’s office to target serious election-interference crimes. We’re seeking to hire people for an elite team. If you’re interested, contact me.

14 replies 41 reposts 108 likes

Reposted by Ann M. Lipton

Josh Chafetz's avatar Josh Chafetz @joshchafetz.bsky.social
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Am rereading the Alexander decision and almost choked on the Alito line, "[W]e must be wary of plaintiffs who seek to transform federal courts into 'weapons of political warfare' that will deliver victories that eluded them 'in the political arena.'"

20 replies 84 reposts 355 likes

Reposted by Ann M. Lipton

Coach Finstock's avatar Coach Finstock @coachfinstock.bsky.social
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WTF. The electric company in Texas doesn't have a map of outages so people have been using the Whataburger App to figure out who lost power. This is like when Homer was using the Krusty Burger map when they got lost at sea.

154 replies 1341 reposts 3853 likes

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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No but they change over frequently

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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louisiana "i voted" sticker art is truly wonderful; i collect these

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Wordle 1,116 5/6* ⬜⬜⬜⬜⬜ 🟨🟨🟩🟨⬜ ⬜🟩🟩🟩🟩 ⬜🟩🟩🟩🟩 🟩🟩🟩🟩🟩

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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yeah i vaguely remember that as well.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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he's not a delaware lawyer, he's acting pro se

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Musk missed a deadline to request confi treatment, filed a request to extend the deadlines, and Greenspan is arguing too late.

4 replies 4 reposts 18 likes

Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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You thought Twitter v. Musk was over. You were wrong. Sparring continues between Musk and Aaron Greenspan, founder of Plainsite and vocal Musk critic, about making the confidential dox public.

1 replies 4 reposts 12 likes

Reposted by Ann M. Lipton

darth™️'s avatar darth™️ @darthbluesky.bsky.social
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THIS ACCUSATION WIL NOT FLY THIS PUP HAS GREAT ROI CASE CLOSE

7 replies 25 reposts 453 likes

Reposted by Ann M. Lipton

Seth Cotlar's avatar Seth Cotlar @sethcotlar.bsky.social
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The official 2024 GOP platform makes a reference to "Christian-hating Communists" who the Republicans will keep from entering the country. Back in the early days of the America First movement, "Christian-hating Communists" would have just been a longer way of saying "Jews."

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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and ftc. and i do think that's part of the donor/silicon valley objection.

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Reposted by Ann M. Lipton

Link is coconut-pilled. 🥥 🌴 's avatar Link is coconut-pilled. 🥥 🌴 @knilirabaj.bsky.social
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One of those times I wish I wasn’t sober because reading this article high would be fantastic.

6 replies 16 reposts 74 likes

Reposted by Ann M. Lipton

Nate Raymond's avatar Nate Raymond @nateraymond.bsky.social
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New: The 5th Circuit's chief judge has concluded that Judge Lynn Hughes in Texas engaged "improper" conduct but will face no discipline for making disparaging remarks about women and permanently barring a female prosecutor from his courtroom. www.reuters.com/legal/govern...

5 replies 18 reposts 27 likes

Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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The fact that appraisal law is really untethered from any clear policy goal makes it very hard to figure out what to do in novel situations

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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I should add: even if proration is available, it's not clear that appraisal would be, i.e., no one is "required" to accept something other than stock for their shares - it's another area where appraisal rights are unclear and

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Assistant to the Professor's avatar Assistant to the Professor @darinself.bsky.social
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This is journalistic malpractice. The Biden admin was working on Parkinson's policy.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Which may be what Skydance is going for, because I can't guess how you figure out appraisal rights in a situation like this.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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That's because, anyone who seeks cash and gets it was not "forced" to accept cash, so presumably has no appraisal rights. And anyone who gets only stock - regardless of their preference - has no appraisal rights (since they have shares in the new public entity)

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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I am not... sure? That is a correct reading of how the terms will work. But if it is, it's a neat way of avoiding appraisal rights.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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But the way this powerpoint is phrased, it'll be divided by shareholder. So that if too many shareholders seek cash, some will be entirely cashed out, and some will get only shares:

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Normally what I'd expect - and if structured as a tender offer, would be required - is if cash is oversubscribed, then everyone seeking cash would get cash for some of their shares, and stock for the remainder. I.e., everyone would get a combo of cash and stock.

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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If too many seek cash, they won't get it - some will get shares in the new entity. But the powerpoint is weird on this

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Ann M. Lipton's avatar Ann M. Lipton @annmlipton.bsky.social
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Voting shares can choose: take the cash, or instead get nonvoting stock in New Paramount. Nonvoting shares do not, exactly, get a choice. They can take cash, but only if there's enough cash to satisfy those who make the election.

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