Just a few thoughts on what the recent couple of months has brought us on the lawyering front:
First, the focus on cyber security has, if anything, intensified. Between the news articles recounting hacks of businesses and governments and the proliferation of programs designed to educate executives and directors, it is hard to avoid getting caught up in the conversation. A summary of appropriate board responses can be found in my June article in New England In House, which can be linked through my CV at www.DuaneMorris.com. or accessed direct at www.honiglawblog.com. There is so much hysteria out there on the subject and so little specific “how to” information that I dared add my voice to the crowd by listing specific director steps that strike me as useful guides.
Next, the M&A surveys that now come to counsel regularly from various sources analyze not only M&A deal content but also deal pricing. Larger companies continue to enjoy an advantage in multipes just based on size, but multiples over-all seem to be moving upwards in the middle market. The market seems to me to be continually very choosy at least for the more traditional companies; the big stretches in price seem to be strategic tech or med-tech deals. I am not sure that multiples for traditional mid-market companies have changed all that much.
Banks continue to be an enigma. In Washington, the debate continues about whether the restrictions on captial, and the Dodd-Frank reforms, are or are not valuable. Few are shocked to see that debate break on party lines. Meanwhile the huge settlements with banks based on any number of sins continues unabated: money laundering for terrorists, facilitating trading with banned countries, assisting in avoidance of US taxes, lying to investors about the value of syndicated assets, inducing consumers to incur real estate debt they cannot repay, incurring trading risks for proprietary positions which are unmonitored and the results are not disclosed. If an individual had a rap sheet like that, we would throw away the key. No one goes to jail. Bank stocks are not decimated. Financial conservatives decry over-regulation nonetheless. Half the reports involve numbers beginning with a “B.” That is a lot of money. (Sen. Everett Dirkson famously once allowed that you take “a billion here, a billion there, and pretty soon you’re talking real money.”)
I expect to return to regular blogging in August, on return from Europe. I look forward then to the SEC making up its mind about finally releasing crowd-funding regulations (they have been sitting on their October, 2013 proposals, and the commentary on same, for almost ten months already, they are over a year beyond their statuory deadline to act, contained in the 2012 Jobs Act, and even the States are beginning to adopt State-wide crowd funding regimes). I look forward to Massachusetts deciding whether or not to ban non-competition agreements by statute, an issue that has raised the ire of some of the largest tech companies which (in their early days) attacked non-comps as a drag on innovation and now see non-comps as ensuring their own profitable status quo (as I write this, a weak Senate version is I believe in conference as the Session winds down). I look forward to learning that the Boston Globe was right in predicting that the revitalized Red Sox will rally and play baseball in October.
Well, it is summer; on that last point I can dream, can’t I?