Columbia Law School
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Corporate Governance
The Unnecessary Business Judgment Rule
Lyman Johnson is the Robert O. Bentley Professor of Law at Washington & Lee University School of Law.
A few weeks ago Chancellor Leo Strine, in a widely-heralded ruling, held that the business judgment rule standard of review applied to …
Wachtell Lipton discusses Delaware Court of Chancery Guidance for Dealing with Dissident Directors
In a series of recent rulings, the Delaware Court of Chancery has provided guidance for boards coping with dissident directors. Kalisman v. Friedman, C.A. No. 8447-VCL.
OTK Associates, LLC is the largest stockholder of Morgans Hotel Group Co. Jason Kalisman …
Journeys in Revlon-Land with a Conflicted Financial Advisor
When the board of directors of a Delaware corporation begins a process that results in a change of control of the company (typically, a cash-out merger), the board’s Revlon duties are triggered: the directors then have a fiduciary obligation to …
Honored in the Breach: Diverging Law and Practice in Tender Offers for Debt Securities
The views expressed in this article are those of the authors and do not necessarily represent the views of Jones Day or its clients.
In a recent article in the NYU Journal of Law & Business, we discuss some …
Dealing With Activist Hedge Funds
The 2013 proxy season saw a continuance of the high and increasing level of activist campaigns experienced during the last ten years. There have been more than 300 activist attacks on major companies during this period. No company is too …
Weil on Securing D&O Insurance Lifelines – What Every Director Needs to Know
We often get called into corporate calamities where “heavy water” is starting to overwhelm the bilge pump of the corporate yacht. Often in those situations good people like directors and officers, who are tasked with figuring out what to do …
Gallagher on the Roles of State and Federal Law in Corporate Governance
The following post comes from remarks delivered by SEC Commissioner Daniel M. Gallagher at the European Corporate Governance & Company Law Conference in Dublin, Ireland on May 17, 2013.
Thank you Danny [McCoy] for your very kind introduction. I am …
Disclosure and Ratings Requirements in European Structured Finance
The newly amended credit rating agencies regulation coming into force on 20 June will expand the scope and application of disclosure requirements and other ratings related regulation for structured finance instruments – a concept wide enough to include many transactions
Supreme Court Decides To Hear Applicability of Sarbanes-Oxley’s Whistleblower Protections
The Supreme Court recently granted certiorari to decide whether the whistleblower protections of the Sarbanes-Oxley Act (SOX), 18 U.S.C. § 1514A, extend to employees of privately held contractors or subcontractors of a public company. The case, Lawson v. FMR,…
The Myth of Director Consent: After Shaffer, Beyond Nicastro
In an article just published in the Delaware Journal of Corporate Law, I argue that Delaware’s implied-consent-to-jurisdiction statute is unconstitutional. That statute, Section 3114, is routinely invoked to assert personal jurisdiction over virtually every nonresident director and officer defendant in …
Morrison and Foerster Summarizes the Status of Dodd-Frank as it approaches three years
If Aesop were still in the fable-writing business, and he had been watching the last three years of Dodd-Frank Act rulemaking, we would probably be reading the Snail and the Tortoise to our kids. In this issue of Dodd-Frank at …
Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions
On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, …
Wachtell on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions
The Delaware Court of Chancery this week held that the use of both an independent special committee and a majority-of-the-minority vote condition in a go-private merger between a controlled company and its controlling stockholder will result in application of the …
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. …
The Wachtell Bylaw: A Balanced Perspective
In a free-swinging and provocative attack, Brandon Gold, a graduating Harvard Law School student, argues (1) that third party bonuses, paid by hedge funds or others soliciting proxies, to their director nominees are acceptable and even desirable, and (2) that …
Why the Wachtell Bylaw on Director Compensation by Shareholders is Overbroad and May Fail Blasius Scrutiny
The following post comes to us from Brandon S. Gold, a fellow in the Harvard Law School Program on Corporate Governance. Beginning in the Fall, Brandon will be an associate with Schulte Roth & Zabel LLP.
In a recent memorandum …
Can You Resign from the Board of a Troubled Company?
The following post comes to us from David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm. The views expressed are the authors’ and do not necessarily represent the …
Should JPMorgan Shareholders Vote to Separate the Chair and CEO?
This Tuesday, May 21, shareholders at JP Morgan Chase & Co. (“JPMorgan”) will vote on whether the bank should separate the roles of chairman and CEO. Currently, Jamie Dimon holds both titles. The impending vote is not binding on the …
Approaching Deadline for Nasdaq-Listed Companies to Implement New Compensation Committee Standards
As annual meeting season approaches, so too does the first deadline for companies listed on the NASDAQ Stock Market (Nasdaq) to comply with amended compensation committee rules. Traditionally, evaluation of director independence of Nasdaq-listed companies differed for purposes of serving …