CSX Corp. v. Children's Investment Fund Management (UK) LLP

I concur in the judgment remanding for further findings.

The district court’s finding of a February 2007 group formation that required disclosure under Rule 13d — 5(b)(1) cannot be upheld for various reasons discussed infra. Particularly, it was based in part on a flawed analysis of the economic and legal role of cash-settled total-return equity swap agreements.

The court viewed the economic role of such swaps as an underhanded means of acquiring or facilitating access to CSX stock that could be used to gain control through a proxy fight or otherwise. In my view, without an agreement between…