December 8 | 8:30 AM – 5:30 PM
Roone Arledge Auditorium
Alfred Lerner Hall
2920 Broadway, 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 question of MFW creep and the In re Match case pending before the Delaware Supreme Court, cryptocurrency assets and current issues in securities enforcement and litigation, the implications of the SEC’s new Rule 13D-G regulations, and the antitrust M&A landscape.
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
Wachtell, Lipton, Rosen & Katz
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PROGRAM
Registration and Breakfast
8:30-9:00 AM
Is There MFW Creep? (And, if so, in Which Direction?)
9:00-10:15 AM
The Delaware Supreme Court will soon hear oral argument in In re Match Group, a significant case that will feature an important question at the center of controller fiduciary claims. The key issue—briefed for the first time on this appeal—is whether the dual-level “MFW” cleansing devices for business judgment rule protection of conflicted transactions is required only for controller squeeze-outs, or whether instead MFW applies to all conflicted-controller decisions. Germane to this inquiry is a lively debate about not only the underlying legal policy issues at stake, but also about the historical origins of the MFW rule, whether it has been evolving doctrinally (or “creeping”) since its promulgation, and if so, whether “MFW Creep” has been in a pro-plaintiff or pro-defendant direction. This panel will feature speakers from academia, practice, and the press to discuss the significance of the case and to forecast likely outcomes.
Mike Leonard (Reporter, Bloomberg Law) will moderate the discussion, and panelists will include:
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Eduardo Gallardo, Partner, Paul Hastings, LLP
- Zohar Goshen, Jerome L. Greene Professor of Transactional Law and Director of the Center for Israeli Legal Studies, Columbia Law School
- Jeroen van Kwawegen, Partner, Bernstein Litowitz Berger & Grossmann LLP
- Elena C. Norman, Partner, Young Conaway Stargatt & Taylor, LLP
- 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
The Insecurity of a Security: Crypto Assets and Current Issues in Securities Enforcement and Litigation
10:30-11:45 AMThe panel will examine recent developments in the treatment of crypto assets under federal securities laws, as well as other emerging issues in securities enforcement and litigation.Joshua Mitts (David J. Greenwald Professor of Law and Fellow in the Program in the Law and Economics of Capital Markets, Columbia Law School) will moderate the discussion, and panelists will include:
- Jennifer L. Conn, Partner, Paul Hastings, LLP
- Laura H. Posner, Partner, Cohen Milstein Sellers & Toll PLLC
- The Honorable Jed S. Rakoff, Senior United States District Judge, United States District Court for the Southern District of New York
- Gregory Strong, Partner, DLx Law
Lunch and Keynote
11:45 AM-1:15 PM
The Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York will join us for a moderated discussion with Professor Eric Talley.
Effects of New Rule 13D-G Regulations: Wolf Repellent or Entrenchment Fortifier?
1:15-2:30 PM
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, and panelists will include:
- Stephen Fraidin, Partner, Cadwalader, Wickersham & Taft LLP
- Robert J. Jackson, Jr., Nathalie P. Urry Professor of Law, Director of the Jacobson Leadership Program in Law and Business, and Co-Director of the Institute for Corporate Governance & Finance, New York University School of Law
- John L. Robinson, Partner, Wachtell, Lipton, Rosen & Katz
Antitrust M&A Landscape
2:45-4:00 PM
2023 saw a number of important developments in antitrust law including new HSR rules, an overhaul of merger guidelines, and aggressive merger enforcement (with mixed results from courts). Join leading antitrust lawyers and academics to reflect on these developments and their impact on M&A.
Dorothy Lund (Professor of Law, Columbia Law School) will moderate the discussion, and panelists will include:
- Renata B. Hesse, Partner, Sullivan & Cromwell LLP
- Martin C. Schmalz, Chief Economist and Director of Office of Economic and Risk Analysis, Public Company Accounting Oversight Board
- Christine A. Varney, Partner, Cravath, Swaine & Moore LLP
- Timothy Wu, Julius Silver Professor of Law, Science and Technology, Columbia Law School
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