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Wachtell’s Lipton Shines a Spotlight on Boards for 2018

By Martin Lipton June 4, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

Experts and the Defense of Reliance in Delaware Corporate Law

By Alexandros Rokas May 25, 2018 by renholding

In all aspects of corporate life—from creation to expansion and from restructuring to demolition—experts are available to advise directors, managers, shareholders, financiers, and other participants. In particular, directors often rely on, for example, accounting firms to review financial statements, attorneys …

Are Directors Holding Multiple Board Seats Too Busy or Well-Connected?

By Anna Bergman Brown, Jing Dai and Emanuel Zur May 24, 2018 by renholding

Directors frequently hold multiple board seats, simultaneously lending their expertise to the boards of multiple firms. Director “busyness” is often thought to be detrimental to firm performance, as it leaves directors with insufficient time to devote to their duties at …

The Third Stage of Corporate Governance

By James P. Hawley and Jon Lukomnik May 22, 2018 by renholding

The recent announcements from major institutional investors about issues such as gender diversity and climate change seem like reactions to social ills. But they are not unmoored from investing. They are logical expressions of a relatively newly empowered, third phase …

Institutional Investor Voting Behavior: A Network Theory Perspective

By Luca Enriques and Alessandro Romano May 17, 2018 by renholding

It is received wisdom that institutional investors have insufficient incentives to cast informed votes because they compete on relative performance. If BlackRock invests in the monitoring of one of its portfolio companies, it will become relatively less competitive vis-à-vis the …

Telecom Italia Vote Shows How Activists and Passive Investors Can Work Together

By Sahil Mahtani May 16, 2018 by renholding

It’s not every day that Italian capitalism can be heralded as a bastion of transparency. But the showdown on May 4 at Telecom Italia’s board meeting between U.S. activist fund Elliott Management and French conglomerate Groupe Bolloré proved to be …

The Death of Corporate Law

By Zohar Goshen and Sharon Hannes May 15, 2018 by renholding

For decades, corporate law played a pivotal role in regulating corporations across the United States. Consequently, Delaware, the leading state of incorporation, and its courts played a central part in corporate law and governance. More than half of publicly traded …

Wachtell Lipton Discusses Labor Department’s Cautionary Tone on ESG-Related Matters

By David M. Silk, Sabastian V. Niles, Alicia C. McCarthy and Carmen X.W. Lu May 8, 2018 by renholding

With shareholder proposals regarding ESG and sustainability matters becoming the most common kind of proposal, proxy advisory firm ISS marketing a new “Environmental & Social QualityScore” product for rating public companies, asset managers developing ESG-related guidelines and voting policies, and …

Can Adverse Effects of Private Management-Investor Meetings Be Mitigated by Board Independence?

By Robert M. Bowen, Shantanu Dutta, Songlian Tang and Pengcheng Zhu May 7, 2018 by renholding

Private meetings between management and investors (site visits) occur worldwide and are generally held at corporate headquarters with invited investors and sell-side analysts. Ng and Troianovski (WSJ, 2015) report that U.S. investors spend $1.4 billion a year for face time …

Fried Frank Discusses Key Delaware Decisions on M&A and Corporate Governance

By Gail Weinstein, Philip Richter, Warren S. de Wied, Steven Epstein and Steven J. Steinman May 7, 2018 by renholding

New Risk of Below-Deal-Price in Appraisal Results

Last quarter, the Delaware courts issued the first post-Dell appraisal decisions—Aruba and AOL (issued by the Court of Chancery) and SWS Group (issued by the Delaware Supreme Court, affirming the Court …

Columbia Law Professors Write Three of Top 10 Corporate and Securities Articles

By Reynolds Holding April 23, 2018 by renholding

Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a

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K&L Gates Discusses D&O Insurance for Cyber Liabilities

By Jeffrey Meagher and Sarah Turpin April 16, 2018 by Carly Goeman

Scarcely a day goes by without news headlines reporting yet another data breach or cyber crime incident, which can have devastating consequences for any business in terms of both reputation and balance sheet. A cyber incident may also have serious …

Corporate Governance and Human Capital: Evidence from SMBO Boards

By Ranko Jelic, Dan Zhou and Mike Wright April 13, 2018 by renholding

Consistent with predictions made in the late 1980s, the buyout market has grown tremendously and, together with the private equity (PE) model, has become a global phenomenon. One consequence of the maturity of the market is substantial secondary management buyout …

CamberView Partners Offers 2018 Proxy Season Preview

By Abe M. Friedman and Bob McCormick April 13, 2018 by renholding

With the vast majority of annual meetings set to be held in the coming weeks, the contours of the 2018 proxy season are coming into focus. While previous years are remembered for defining initiatives — “say on pay” in 2011, …

The Purpose of the Corporation

By Martin Lipton April 11, 2018 by renholding

Whether the purpose of the corporation is to generate profits for its shareholders or to operate in the interests of all of its stakeholders has been actively debated since 1932, when it was the subject of dueling law review articles …

Sexual Harassment and Corporate Law

By Daniel Hemel and Dorothy Shapiro Lund April 9, 2018 by renholding

Tronc Chairman Michael Ferro became the latest corporate executive to resign amid accusations of unwanted sexual advances when he stepped down from the helm of the newspaper publishing chain in mid-March. Ferro joins a long list of high-profile executives who …

Columbia Law School to Hold 2018 M&A and Corporate Governance Conference in New York City

By Reynolds Holding April 9, 2018 by renholding

On April 20, 2018, Columbia Law School will hold its 2018 Mergers & Acquisitions and Corporate Governance Conference at Convene in midtown Manhattan. The event is co-sponsored by the law firms Gibson, Dunn & Crutcher and Wachtell, Lipton, Rosen & …

Is There a Delaware Effect for Controlled Firms?

By Edward G. Fox April 6, 2018 by renholding

The effect of Delaware incorporation on firm value is an enduring question in corporate law. Robert Daines shifted the terms of this debate in Does Delaware Law Improve Firm Value? (2001) by showing that publicly traded Delaware corporations, controlling for …

Executive Equity Compensation Drives Earnings Inflation

By Martin Artz and Natalie Mizik April 5, 2018 by renholding

The economic crisis of 2008 put a bright spotlight on executive compensation and its effects on the behavior of top management. The critics have pointed to the unprecedented escalation in executive compensation, drawing a direct link to deteriorating business ethics, …

How Acquisition Performance Affects the Market for Non-Executive Directors

By Marc Goergen, Svetlana Mira and Noel O’Sullivan April 4, 2018 by renholding

In the United Kingdom, successive codes of best practice in corporate governance have highlighted the important role of outside or non-executive directors in ensuring that corporations are run for the benefit of their shareholders. While the first code of best …

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