The Sham Deal

Well, that pretty much looks like it for the "legal system" in our newly minted banana republic supporting the difference between ... oh, nothing fundamental ... like oh, say, between stock holders and bond holders.

WASHINGTON (AP) - The Supreme Court has cleared the way for Chrysler's sale to Fiat, turning down a last-ditch bid by opponents of the deal.

The court said late Tuesday it had rejected a plea to block the sale of most of Chrysler's assets to the Italian automaker. Chrysler, Fiat and the Obama administration had warned that the high court's intervention could have scuttled the sale.

A federal appeals court in New York had earlier approved the sale, but gave opponents until Monday afternoon to try to get the Supreme Court to intervene.

Justice Ruth Bader Ginsburg ordered a temporary delay just before a 4 p.m. deadline on Monday.

Now the court has freed the automakers to complete their deal.

THIS IS A BREAKING NEWS UPDATE. Check back soon for further information. AP's earlier story is below.

Luckily, this will have no impact whatsoever on investor's decision making processes going forward. Lada. Nada.

Did I forget to mention that one of the very few things I can think of that doesn't make me want to wretch when I think of the Raw New Deal is that the practice of equity receiverships and "sham sales" was eliminated:

The use of a sham sale of the sort the New Dealers thought they had forever eliminated will cause mischief in future bankruptcy cases.

The Obama administration has closely patterned itself on the famous opening year of President Franklin D. Roosevelt’s New Deal. But the plans the administration has rolled out for Chrysler and is now cheering on in the bankruptcy court would make a true New Dealer turn over in his grave.

In the early 20th century, large troubled corporations did not file for Chapter 11 like they do today. They used a process known as “equity receivership,” which involved an artificial “sale” of the company to a new entity set up by the debtor and the investment banks who represented its bondholders and stockholders. The new entity was the only bidder at the sale, and creditors who were unhappy with the terms of the reorganization had very little opportunity to interfere.

New Dealers hated the process, which they saw as opaque and designed to foist a deal crafted by the insiders on everyone else. Jerome Frank, a lawyer who later headed an important New Deal agency and became a federal judge, complained in 1933 that the judicial sale in these cases “was a mockery and a sham.” He said, “A sale at which there can be only one bidder, is a sale in name only.” In 1938, thanks to the handiwork of another prominent New Dealer, future Supreme Court Justice and then-SEC Chairman William Douglas, Congress dramatically altered the bankruptcy laws, eliminating the former practice.

Welcome to the New Sham Deal.