Minor Myers
Professor of Law | University of Connecticut
Hartford, CT, UNITED STATES
Minor Myers is a leading expert in corporate law and governance.
Biography
Minor Myers' research focuses on shareholder litigation and executive compensation, and he has also written and lectured extensively about corporate governance and the behavior of corporate directors. A national authority on key elements of Delaware’s corporate law, Myers' research has been cited by the courts there.
Before joining academia, Myers practiced in the corporate and litigation departments of Debevoise & Plimpton in New York. He also clerked for Judge Ralph K. Winter and Judge Peter W. Hall of the U.S. Court of Appeals for the Second Circuit.
Areas of Expertise (5)
Corporate Finance
Mergers & Acquisitions
Law
Corporate Law
Executive Compensation
Media
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Media Appearances (11)
Musk’s Tesla-to-Texas Proposal Risks Delaware Court Showdown
Bloomberg Law online
2024-02-01
It’s rare for a mature public company to leave Delaware, said Minor Myers, a corporate law professor at the University of Connecticut. Delaware’s Chancery Court, with over 125 years of case decisions, has built up an expertise—and a degree of predictability—in handling business disputes that many companies treasure. In contrast, Texas is set to open a new court just this year to handle complex business disputes.
Elon Musk likely to 'double down' on tweets after court victory
Reuters online
2023-02-03
A San Francisco jury took just two hours to unanimously find the world's second-richest person not liable for having allegedly tweeted fraudulently in August 2018 about a possible Tesla buyout. Musk is likely to "double down" on his communication tactics after the verdict, said Minor Myers, a professor of corporate law at the University of Connecticut. "This is only going to embolden him to act as he sees fit," Myers said.
Musk bets big on beating shareholders at 'funding secured' trial
Reuters online
2023-01-13
Musk is essentially doubling down after suffering an initial setback last year, when the judge in San Francisco federal court ruled that his tweet was "false" and "reckless." As a result, the jury will need to determine only if the statements impacted Tesla's share prices, if Musk acted knowingly, and the amount of any damages. "Everything is lined up for a plaintiffs' win here," said Minor Myers, who teaches corporate law at the University of Connecticut. Judge Edward Chen's ruling in May means that shareholders are "starting with runners on base," he said.
Twitter queries banks on Musk's attempts to undermine $44 bln deal
Reuters online
2022-08-02
Experts said the subpoenas indicate Twitter wants to know what lenders, investors and advisers were saying to each other about Musk's behavior after he signed the deal in late April. "They suspect that behind the scenes he's been conspiring to blow the whole thing up," said Minor Myers, a professor at UConn School of Law.
Twitter deal could bolster lawsuit over Musk's Tesla pay package
Reuters online
2022-04-29
Despite the outlandish size of the pay, the trial will likely turn on the thinking of directors in negotiating the package and what the board told shareholders before the vote. "No one could have looked in the crystal ball and seen the Twitter situation," said Minor Myers, a professor at University of Connecticut School of Law. "But they could have negotiated for some measure of Musk’s time at Tesla."
State pension fund pushing Mastercard to address ghost gun purchases
Connecticut Public Radio radio
2022-04-21
Legal experts point out that even if all Mastercard stockholders were to vote in favor of the proposal, it will not compel the company to do anything. Even if approved, the board is not required to act upon it. “The pension funds want Mastercard to decline to process lawful transactions – transactions that the federal government or state governments do not prohibit,” said Minor Myers, professor of law, at the UConn School of Law. “Mastercard's position – a very reasonable one – is that they process payments; they don't regulate conduct or draw distinctions among lawful transactions.”
WeWork Wrestled With SEC Over Metric Just Before It Scrapped IPO
MSN online
2019-11-11
“It’s highly unusual to have issues that are so important still being disputed while they are out there marketing the stock to investors,” said Minor Myers, a law professor at the University of Connecticut who reviewed the correspondence at the Journal’s request. As WeWork was battling the SEC over its metrics, its advisers were “figuring what they can sell using these numbers,” Mr. Myers added.
Hedge Fund Titans Aurelius and Elliott Clash in Distressed Deal
Boomberg online
2019-03-20
With the two hedge funds seemingly on course to sit at separate ends of the table in the bankruptcy, it puts Elliott in the position to potentially focus on recapitalizing Windstream in exchange for assets or equity. Meanwhile, Aurelius could look to challenge that move -- possibly as part of a bigger group -- and pursue its own claims against the estate. It could alternatively tender its unsecured bonds in the CDS auction scheduled for April 3 and quit while it’s ahead, opting out of the bigger bankruptcy fight. “They can declare moral victory thanks to Judge Furman’s opinion, but you can’t declare investment victory until you actually make some money,” Minor Myers, a professor at Brooklyn Law School who specializes in corporate finance, said by phone. “And if they do that with the CDS resolution, what’s the point of fighting Elliott?”
Papa John's criticizes founder for restaurant merger meeting: letter
Reuters online
2018-08-30
The only way Papa John’s could remove Schnatter from the board is to hold a special shareholder vote, or propose a slate without him at its annual meeting next year. Minor Myers, a corporate governance professor at Brooklyn Law School, said that may do little to further separate Papa John’s from Schnatter because of his ownership stake. “He has 30 percent of the stock, shareholders voting include him,” Myers said.
Vista Equity wins fight against hedge funds seeking higher deal price
Reuters online
2018-07-31
This was the first time where the court has ruled that a private equity firm paid more than fair price for an acquisition, according to Minor Myers, a professor at Brooklyn Law School. He noted there have been about a dozen appraisal cases that have gone to trial recently.
Shareholder Litigation That Works
New York Times online
2015-04-16
A battle is brewing in Delaware over what was, until recently, a quiet corner of corporate law: stockholder appraisal rights, which allow shareholders to go to court to contest the price paid in a corporate buyout. We have studied appraisal litigation extensively, and our research indicates that it plays a strongly beneficial role in mergers and acquisitions. Although shareholder litigation is often a pestilential bog of nuisance suits, appraisal cases stand out as something unusually valuable — a form of shareholder suit where the merits actually matter.
Articles (1)
The Single-Owner Standard and the Public-Private Choice
Harvard Law School Forum on Corporate GovernanceCharles Korsmo and Minor Myers
2022-08-01
A fundamental question in corporate law is the nature of the stockholders’ ownership interest in the firm. Should a share of stock be viewed as a simple chattel, the value of which can be measured for all purposes by its trading price? Or should it be viewed as a partial claim on the firm as a whole, the value of which—for some purposes—cannot be determined without reference to the value of the entire firm to a single owner? This question arises in a number of contexts involving intra-corporate disputes, the most important of which is the merger. When examining whether a target board has satisfied its fiduciary duties, or when determining the “fair value” of the stockholders’ shares, a court must confront this fundamental question of the shareholders’ entitlement.
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