December 2 | 9:30 AM – 6:30 PM
Jerome Greene Hall
435 West 116th Street, New York, NY 10027
Please join us for a conference on
M&A and corporate governance
This conference will gather speakers from academia, the judiciary, and the legal and finance industries to explore relevant issues in M&A and corporate governance. Topics of conversation will include the current state and future direction of the M&A market, the role of institutional investors and activists in dealmaking, recent SEC developments, and pertinent litigation developments.
Co-Sponsored by:
Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School
Center on Corporate Governance, Columbia Law School
Paul Hastings, LLP
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PROGRAM
Registration and Continental Breakfast
9:30-10:00 AM
M&A Market: Current State and Future Direction
10:00-11:15 AM
This panel will explore current trends and trajectories in the M&A market, including SPACs, strategic acquisitions, and the state of leveraged finance markets. We will also consider whether the pace of M&A generally is well aligned with policy goals.
Jeffrey N. Gordon (Richard Paul Richman Professor of Law and Faculty Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School) will moderate the discussion, and panelists will include:
- Lauren Hirsch (Reporter, DealBook, The New York Times)
- Igor Kirman (Partner, Corporate, Wachtell, Lipton, Rosen & Katz; Lecturer in Law, Columbia Law School)
- Jennifer Muller (Managing Director and Co-Head of Special Committee Advisory and Fairness and Solvency Opinions practices, Houlihan Lokey)
- Laura C. Turano (Partner, Corporate Development and Member of Mergers & Acquisitions Group, Paul, Weiss, Rifkind, Wharton & Garrison LLP)
Role of Institutional Investors and Activists in Dealmaking
11:30 AM-12:45 PMThis panel will explore current topics in shareholder activism, including sector trends, the potential impact of mandated universal proxy cards, proposed 13D regulations, and recent Delaware rulings.Eric Talley (Isidor and Seville Sulzbacher Professor of Law and Faculty Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School) will moderate the discussion, and panelists will include:
- Eduardo Gallardo (Partner, Corporate and Global Co-Chair of Mergers & Acquisitions practice, Paul Hastings, LLP)
- The Honorable Vice Chancellor Lori W. Will (Vice Chancellor, Delaware Court of Chancery; Lecturer in Law, University of Chicago Law School)
- Gabrielle E. Wolf (Director, Innisfree M&A Incorporated)
- Ted Yu (Chief, Office of Mergers and Acquisitions in the Division of Corporation Finance, U.S. Securities and Exchange Commission)
Lunch and Keynote
12:45-2:15 PM
The Honorable Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery will join us for a discussion moderated by The Honorable Jack B. Jacobs, Former Justice of the Delaware Supreme Court and Senior Counsel at Young, Conaway Stargatt & Taylor, LLP.
Recent SEC Developments and M&A
2:15-3:30 PM
This panel will examine current SEC developments bearing on corporate governance, including the SEC’s climate change disclosure proposals, the impact of the West Virginia v. EPA decision, the status of and challenges to the SEC’s use of administrative law judges, pending changes in the treatment of mutual funds and investment companies, and the SEC’s current enforcement priorities.
John C. Coffee, Jr. (Adolf A. Berle Professor of Law and Director of the Center on Corporate Governance, Columbia Law School) will moderate the discussion.
Panel Discussion
- Zohar Goshen (Jerome L. Greene Professor of Transactional Law and Director of the Center for Israeli Legal Studies, Columbia Law School)
- Donald Langevoort (Thomas Aquinas Reynolds Professor of Law, Georgetown Law)
- The Honorable Jed S. Rakoff (Senior United States District Judge, United States District Court for the Southern District of New York)
Moderated Conversation
- William Birdthistle (Director, Division of Investment Management, U.S. Securities and Exchange Commission)
Litigation Developments in M&A
3:45-5:00 PM
This panel will explore recent developments in M&A litigation in Delaware and the federal courts, including SPAC litigation, merger disclosure litigation, books and records claims, and related topics.
Joshua Mitts (Professor of Law and Program Fellow in the Program in the Law and Economics of Capital Markets, Columbia Law School) will moderate the discussion, and panelists will include:
- Merritt B. Fox (Arthur Levitt Professor of Law, Co-Director of the Center for Law and Economic Studies, and Co-Director of the Program in the Law and Economics of Capital Markets, Columbia Law School)
- Ann M. Lipton (Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship and Associate Dean for Faculty Research, Tulane University Law School)
- Nelly Merkel (Partner, Quinn Emanuel Urquhart & Sullivan, LLP)
- Elena C. Norman (Partner, Young Conaway Stargatt & Taylor, LLP)
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