The Marketplace of Ideas: Professor Coffee and Brandon Gold on the Wachtell Bylaw

The CLS Blue Sky Blog presents its first installment of our new series, entitled “The Marketplace of Ideas.”  The intent is to present different perspectives on the same subject by two or more authors.

Today, Professor John C. Coffee, Jr. of Columbia Law School responds to Mr. Brandon Gold, a fellow in the Harvard Law School Program on Corporate Governance, who will be an associate with Schulte Roth & Zabel LLP this fall.  Mr. Gold’s post, available here, argues, for a number of reasons, that a proposed bylaw suggested by Wachtell, Lipton is overbroad and potentially invalid.

The proposed bylaw, which is described in detail by Wachtell here,  would prohibit directors from being paid by shareholder activists.

Professor Coffee’s response, available here, explains why such a bylaw may not be unreasonable and should only be invalidated in certain circumstances.