Jones Day

About: Jones Day is a based out in . It is known for research contribution in the topics: Supreme court & Arbitration. The organization has 118 authors who have published 112 publications receiving 882 citations.

Honored in the Breach: Issues in the Regulation of Tender Offers for Debt Securities

Abstract: The unique sensitivities of debt securities to tender offer pricing structures and timing requirements have raised concerns for both the SEC and market participants. The SEC staff has addressed problems arising from, for example, the requirement that a tender offer be open for 20 days, by issuing no-action relief to market participants where the staff recognizes a market need for a shorter offer period that - while technically breaching securities laws - does not pose significant dangers to holders of debt securities. The reliance on no-action relief in debt tender offers began in the 1980s and continues to the present, with no legally enforceable provisions following the nonbinding no-action process to formally approve of these technically illegal transactions. This paper gives a detailed discussion of a number of tender offer structures that have been approved of by the SEC staff through the no-action process. The paper then focuses on issues faced by attorneys in rendering legal opinion letters in light of the SEC’s regulatory approach to debt tender offers.

The benefits of mergers. Hospital mergers can increase competition through access to capital and economies of scale.

Abstract: Hospital mergers can preserve local care and increase competition.

University IP: The University as Coordinator of the Team Production Process

Abstract: This paper focuses on intellectual property (“IP”) issues in the university setting. Often, universities require faculty who have been hired in whole or in part to invent to assign inventions created within the scope of their employment to the university. In addition, the most effective way to secure compliance with the Bayh-Dole Act, which deals with ownership of inventions involving federally funded research, is for the university to take title to such inventions. Failure to specify who has title can result in title passing to the government. The university then decides whether to process a patent application, and if it does, whether to pursue options for commercialization, frequently including licensing the invention to industry.A number of academics and other commentators have contended that it would be more efficient and fair to allow faculty to own the rights to their own inventions, even if they have been hired in part to invent and the inventions are created within the scope of employment. The debate, it should be noted, is only over the appropriate default rule. Not even critics of the current institutional default rule would object to faculty assignment of ownership rights to the university. Since faculty are not generally in a good position to pursue commercialization on their own, the question for public policy is what are the benefits and costs of allowing faculty, in the first instance, to decide whether the university or some other entity should manage the commercialization process. This paper evaluates the case for changing the ownership default rule. First, we provide background on patent rights in the employment setting and how patent rights are applied in a university environment. Second, we explain how most universities handle faculty inventions and technology transfer. Third, we lay out and challenge some of the key arguments critics have offered in support of faculty control of patent rights. Finally, we suggest that faculty inventions which use other university resources, including personnel such as graduate and post-doctoral students, are best viewed as a product of a team production process rather than solely the invention of the faculty member; and the university generally is the more efficient manager of the commercialization effort.