Activist Arbitrage
Editor’s Note: This post comes to us from Itay Goldstein of the Wharton School at the University of Pennsylvania In Activist Arbitrage: A Study of Open-Ending Attempts of Closed-End Funds, which was...
View ArticleDelaware Adopts DGCL Amendments
Editor’s Note: This post comes to us from James Morphy, and is based on a Sullivan & Cromwell memorandum on recently-adopted amendments to the Delaware General Corporation Law. SUMMARY The Delaware...
View ArticleThe Mechanisms of Voting Efficiency
Editor’s Note: This post comes to us from Michael Schouten, a Visiting Fellow at the Cambridge University, Centre for Business Research. In the wake of the financial crisis, shareholders are...
View ArticleStaggered Boards and the Wealth of Shareholders: Evidence from the two Airgas...
Editor’s Note: Lucian Bebchuk, Alma Cohen, and Charles C.Y. Wang teach at Harvard Law School. The Program on Corporate Governance just issued our paper Staggered Boards and the Wealth of Shareholders:...
View ArticleThe Shifting Landscape of Corporate Governance
Editor’s Note: This post comes to us from John J. Madden, a member of the Mergers & Acquisitions Group at Shearman & Sterling LLP, and is based on an article that first appeared in the BNA...
View ArticleThe Destructive Ambiguity of Federal Proxy Access
Editor’s Note: Jill Fisch is a Professor of Law at the University of Pennsylvania. The Program on Corporate Governance has issued several papers concerning proxy access, including Private Ordering and...
View ArticleSelectica Resets the Trigger on the Poison Pill
Editor’s Note: The following post comes to us from Paul H. Edelman, Professor of Law and Mathematics at Vanderbilt University, and Randall S. Thomas, John S. Beasley II Professor of Law and Business at...
View ArticleSay on Pay in 2011: Lessons and Coming Attractions
Editor’s Note: James Barrall is a partner at Latham & Watkins LLP, and Matteo Tonello is Director of Corporate Governance for The Conference Board, Inc. This post is based on a Conference Board...
View ArticleShareholder Activism and the Bank Holding Company Act
Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by John McGill. The ongoing battle between Floyd,...
View ArticleLessons from the AOL Proxy Fight
Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is...
View ArticleThe Disciplinary Effects of Proxy Contests
Editor's Note: The following post comes to us from Vyacheslav Fos of the Department of Finance at the University of Illinois at Urbana-Champaign. In the paper, The Disciplinary Effects of Proxy...
View ArticleCareer Consequences of Proxy Contests
Editor's Note: The following post comes to us from Vyacheslav Fos of the Department of Finance at the University of Illinois at Urbana-Champaign. Shleifer and Vishny (1997) explain that “corporate...
View ArticleThe Challenge for Boards
Editor's Note: James Woolery is Deputy Chairman of Cadwalader, Wickersham & Taft LLP, Co-Chair of its Corporate Department and head of its Business Development Group. The following post is based on...
View Article2013 Annual Corporate Governance Review
Editor's Note: The following post comes to us from David Drake, President of Georgeson Inc., and is based on the Executive Summary of a Georgeson report. The complete publication is available here. For...
View ArticleCourt Finds No Breach of Fiduciary Duties in Proxy Contest
Editor's Note: The following post comes to us from Robert B. Schumer, chair of the Corporate Department at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and is based on a Paul Weiss client...
View ArticleISS Addresses Dissident Director Compensation Bylaw
Editor's Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. The following...
View ArticleISS Advises Against By-Law Restricting Shareholder Compensation of Board...
Editor's Note: The following post comes to us from Berl Nadler, partner at Davies, Ward, Phillips & Vineberg LLP, and is based on a Davies publication by Mr. Nadler, Alex Moore, and Andrew Cooley....
View Article“Greenmail” Makes a Comeback
Editor's Note: The following post comes to us from Spencer D. Klein, partner in the Corporate Department and co-chair of the global Mergers & Acquisitions Group at Morrison & Foerster LLP, and...
View ArticleISS Releases FAQs: Defensive Bylaw May Lead to Negative Vote Recommendations
Editor's Note: The following post comes to us from Rebecca Grapsas, senior associate in the Corporate Department of Weil, Gotshal & Manges LLP, and is based on a Weil alert. Public companies that...
View ArticleRights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to...
Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Benet J. O'Reilly and Aaron J. Meyers, and is part of the...
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