Gibson Dunn Discusses Stock-for-Stock Mergers During the Coronavirus Crisis

By Stephen I. Glover, Eduardo Gallardo, Alisa Babitz, Marina Szteinbok and Ann-Marie Harrelson October 15, 2020 by Nisha Chandra

The widespread economic uncertainty caused by COVID-19 poses distinct challenges for buyers and sellers seeking to identify M&A opportunities, as companies evaluate the impact of the pandemic on their businesses to date, and seek to predict its future impact. Continued …

Corporate Governance in the Presence of Active and Passive Delegated Investment

By Adrian Aycan Corum, Andrey Malenko and Nadya Malenko October 9, 2020 by renholding

Institutional ownership has grown tremendously over recent decades, rising to more than 70 percent of U.S. public firms. The composition of institutional ownership has also changed, with a remarkable growth in passive funds: The fraction of equity mutual fund assets …

Davis Polk Discusses FTC’s Proposed Rules for Hart-Scott-Rodino Filings

By Arthur Burke, Ronan Harty, Howard Shelanski, Jesse Solomon and Mary Marks October 6, 2020 by Nisha Chandra

On September 21, 2020, the Federal Trade Commission published a Notice of Proposed Rulemaking (“NPRM”) pertaining to pre-merger notification rules under the Hart-Scott-Rodino Act that was supported by the Department of Justice. The FTC proposes changing the definition of “person” …

Jones Day Discusses Shareholder Lawsuits Concerning Diversity

By Nina Yadava, John C. Tang, Robert M. Tiefenbrun and Glenn R. McGillivray October 5, 2020 by Nisha Chandra

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity. To date, the lawsuits have been filed …

Quinn Emanuel Discusses the Duty of Loyalty for Designated Directors

By Julia Beskin, Molly Stephens, R. Brian Timmons and Jonathan Bunge September 28, 2020 by Nisha Chandra

For the partners and managing directors of private equity firms who have also been designated to serve as directors of one of the firm’s portfolio companies (“designated directors”), navigating potential conflicts of interest is a fact of life. As businesses …

What Blockchain and Artificial Intelligence Won’t Do for Corporate Lawyers

By Jeffrey M. Lipshaw September 15, 2020 by renholding

There have been a number of scholarly paeans to blockchain as a corporate governance tool. It creates a permanent and irreversible chain of custody that can be used for shareholder record keeping and voting, insider trading, corporate disclosures, and trade …

ESG, Common Ownership, and Systematic Risk: How They Intersect

By John C. Coffee, Jr. September 14, 2020 by renholding

This brief column will assert that three developments that seem unrelated are in fact closely related and may soon impact U.S. corporate governance with the force of a freight train. This column summarizes a longer article just posted by this …

SEC Commissioner Peirce Speaks on Corporate Governance

By Hester M. Peirce August 28, 2020 by renholding

We are here today to talk about excellence in corporate governance. Before I begin, I have to remind you that the views I represent are my own and not necessarily those of the Securities and Exchange Commission or my fellow

…

How to Address Nonprofit Governance Failures

By Peter Molk and D. Daniel Sokol August 24, 2020 by renholding

Governance failures at for-profit corporations are the topic of frequent media stories, judicial opinions, and academic analyses. Nonprofit governance, however, has received significantly less attention. This lack of attention is not because nonprofits are immune from governance failures, and recent …

Changing the Guard: Improving Corporate Governance with D&O Insurer Rotations

By Andrew Verstein August 19, 2020 by renholding

Insurance companies try to detect and reduce risk. Health insurers encourage preventative care, fire insurers insist on functioning sprinklers, police insurers investigate alleged misconduct and drop departments that tolerate excessive force, and Hollywood insurers flag risky scenes as requiring stunt …

Could Social Media Give Small Investors Greater Say in Corporate Governance?

By James Ang, Charles Hsu, Di Tang and Chaopeng Wu August 5, 2020 by renholding

In a new paper, we ask whether social media could have a role in corporate governance. Prior to the advent of social media, a small shareholder faced prohibitive costs to reach other investors. For example, she would have had to …

Executive Private Misconduct

By Tom C.W. Lin August 4, 2020 by renholding

Over the last few years, misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. The misconduct has ranged from the inadvisable to the unethical to the criminal. Almost …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton and Carmen X.W. Lu July 23, 2020 by renholding

The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a public company—not just the legal rules, or the principles published by institutional investors and various corporate and …

The Specter of Political Bias Is Haunting Corporate Governance

By Stefan Padfield July 21, 2020 by renholding

In 1985, the Delaware Supreme Court, in Unocal Corp. v. Mesa Petroleum Co.,[1] held that the “omnipresent specter” of a conflict of interest sufficiently clouds judicial review of anti-takeover measures to require application of enhanced scrutiny. Notably, the …

Wachtell Lipton Offers Thoughts for Boards of Directors in 2020

By Martin Lipton, Steven A. Rosenblum, William Savitt, Karessa L. Cain, Hannah Clark and Bita Assad July 8, 2020 by renholding

The past six months have been marked by a profound upheaval that has accelerated the growing focus on both the purpose of the corporation and the role of the board in overseeing and leading the corporation in ways that promote …

Accounting and Convergence in Corporate Governance

By Martin Gelter July 1, 2020 by renholding

Convergence in corporate governance – the adoption by various countries of similar governance laws and practices – and whether it is even occurring have been a hot topic of debate over the past 20 years, particularly in the legal and …

Wachtell Lipton Discusses Using ESG Tools to Help Combat Systemic Racism and Injustice

By Adam O. Emmerich, David M. Silk, Sabastian V. Niles, Elina Tetelbaum and Carmen X.W. Lu June 16, 2020 by renholding

Events of recent weeks and months have starkly illuminated the effects of systemic racism and injustice on Black Americans, including threats to physical safety, psychological trauma and economic disparity. CEOs worldwide and across industries have spoken out, expressing their horror …

Wachtell Lipton on the Purpose of the Corporation

By Martin Lipton, Steven A. Rosenblum, William Savitt and Karessa L. Cain May 27, 2020 by renholding

The growing view that corporations should take into account environmental, social and governance (ESG) issues in running their businesses, and resistance from those who believe that companies should be managed solely to maximize share price, has intensified the focus on …

New Kids on the Block: The Effect of Generation X Directors on Corporate Performance

By Zhaozhao He, Mihail Miletkov and Viktoriya Staneva May 22, 2020 by renholding

Generational identity can influence many aspects of life, from family and work to political views to consumer and corporate behavior. In the United States today, there are four adult generations: Millennials (born 1982 – 2005), Generation X (born 1961 – …

Is Stakeholderism Bad for Stakeholders?

By Martin Petrin May 21, 2020 by renholding

A series of recent papers (here, here, and here, for example) have argued that maximizing shareholder value remains the proper goal of the modern corporation – and in some cases that stakeholderism is in fact harmful…

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