Advance Notice Bylaws: Lessons from Recent Cases
Editor’s Note: This post is from David A. Katz of Wachtell, Lipton, Rosen & Katz. My colleague Laura A.McIntosh and I have written an article recently published in the New York Law Journal on May...
View ArticleSecond Generation Advance Notification Bylaws
Editor’s Note: This post comes from Marc Weingarten and Erin Magnor of Schulte Roth & Zabel LLP. Many companies have enacted special bylaw provisions regulating the ability of shareholders to...
View ArticleSecond Generation Advance Notice Bylaws and Poison Pills
Editor’s Note: This post comes to us from Charles Nathan and Stephen Amdur of Latham & Watkins LLP. This article is a reply to the post appearing in the Harvard Law School Corporate Governance...
View ArticlePrivate Ordering in the Brave New World of Proxy Access
Editor’s Note: Charles Nathan is Of Counsel at Latham & Watkins LLP and is co-chair of the firm’s Corporate Governance Task Force. This post is based on a Latham & Watkins Corporate Governance...
View ArticleAdvantages of Board Actions on a “Clear Day”
Editor's Note: Daniel Wolf is a partner at Kirkland & Ellis focusing on mergers and acquisitions. The following post is based on a Kirkland memorandum by Mr. Wolf, Sarkis Jebejian, and Matthew...
View ArticleAdvance Notice Bylaws: Trends and Challenges
Editor's Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn client alert by Mr. Gallardo, James Hallowell,...
View ArticleNew Guidance on Advance Notice By-Laws
Posted by Alexander M. Kaye, Milbank, Tweed, Hadley & McCloy LLP, on Tuesday, August 4, 2015 Editor's Note: Alexander M. Kaye is the Practice Group Leader of the Global Corporate Group of Milbank,...
View ArticleProxy Access Bylaw Developments and Trends
Posted by Janet T. Geldzahler, Sullivan & Cromwell LLP, on Friday, September 4, 2015 Editor's Note: Janet T. Geldzahler is of counsel at Sullivan & Cromwell LLP. This post is based on a...
View ArticleActivist Hedge Funds, Golden Leashes, and Advance Notice Bylaws
Posted by Matteo Tonello, The Conference Board, on Thursday, January 7, 2016 Editor's Note: Matteo Tonello is managing director of corporate leadership at The Conference Board. This post relates to an...
View ArticleDoes ValueAct Have Implications for Institutional Shareholders?
Posted by Arthur F. Golden, Davis Polk & Wardwell LLP, on Thursday, April 7, 2016 Editor's Note: Arthur F. Golden is the senior partner at Davis Polk & Wardwell LLP. This post is based on a...
View ArticleValueAct: Activist Use of HSR Act’s “Passive Investor” Exemption
Posted by Daniel A. Neff & David A. Katz, Wachtell, Lipton, Rosen & Katz, on Thursday, April 7, 2016 Editor's Note: Daniel A. Neff is co-chairman of the Executive Committee and partner at...
View ArticleDefenses Available to Directors and Financial Advisors
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View ArticleValueAct, Activism Tactics, and Beneficial Ownership
Posted by Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, May 18, 2016 Editor's Note: Ethan A. Klingsberg is a partner in the New York office of Cleary Gottlieb Steen &...
View ArticleAdvance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder...
Posted by Daniel E. Wolf and Sarkis Jebejian, Kirkland & Ellis LLP, on Monday, August 29, 2016 Editor's Note: Daniel Wolf and Sarkis Jebejian are partners at Kirkland & Ellis LLP who specialize...
View ArticleEmpirical Analysis of Advance Notice Provisions in Company Bylaws
Posted by Anita Anand and Michele Dathan, University of Toronto, on Thursday, November 10, 2016 Editor's Note: Anita Anand holds the J.R. Kimber Chair in Investor Protection and Corporate Governance at...
View ArticleActivists are Hereby on Notice: Board Authority to Reject Deficient Director...
Posted by Kai Haakon Liekefett, Andrew W. Stern, and Beth E. Peev, Sidley Austin LLP, on Monday, April 16, 2018 Editor's Note: Kai Haakon Liekefett, Andrew W. Stern, and Beth E. Peev are partners at...
View ArticleNon-Delaware Decisions on Director Nominations
Posted by David Berger, Amy Simmerman and Adrian S. Broderick, Wilson Sonsini Goodrich & Rosati, on Monday, May 21, 2018 Editor's Note: David Berger and Amy Simmerman are partners and Adrian S....
View ArticleAdvance Notice Bylaw Deadlines: A Warning Shot
Posted by Shaun J. Mathew and Daniel E. Wolf, Kirkland & Ellis LLP, on Saturday, May 26, 2018 Editor's Note: Shaun J. Mathew and Daniel E. Wolf are partners at Kirkland & Ellis LLP. This post...
View ArticleThe Xerox Takeover Saga
Posted by Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP, on Tuesday, May 29, 2018 Editor's Note: Steve Wolosky, Andrew Freedman, and Ron Berenblat are partners at Olshan...
View ArticleAdvance Notice Bylaws: Lessons from Recent Cases
Posted by David A. Katz, Wachtell, Lipton, Rosen & Katz, on Friday, June 6, 2008 Editor's Note: This post is from David A. Katz of Wachtell, Lipton, Rosen & Katz. My colleague Laura A.McIntosh...
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