Posted by Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 25, 2022 Editor's Note: Gail Weinstein is Senior Counsel, Steven J. Steinman and Brian T. Mangino are Partners at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Steinman, Mr. Mangino, Andrew J. Colosimo, Randi Lally, and Erica Jaffe and is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate ..read more

Posted by Ian Nussbaum, Bill Roegge, and Meredith Klionsky, Cooley LLP , on Wednesday, October 19, 2022 Editor's Note: Ian A. Nussbaum is a partner, Bill Roegge and Meredith Klionsky are associates at Cooley LLP. This post is based on a memorandum by Mr. Nussbaum, Mr. Roegge, Ms. Klionsky, and Mr. Nimetz. Related research from the Program on Corporate Governance includes The Untenable Case for Perpetual Dual-Class Stock (discussed on the forum here) and The Perils of Small-Minority Controllers (discussed on the Forum here) both by Lucian Bebchuk and Kobi Kastiel. The rise of founder ..read more

Posted by Christopher M. Barlow, C. Michael Chitwood, and Gregg A. Noel, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, October 12, 2022 Editor's Note: Christopher M. Barlow, C. Michael Chitwood, and Gregg A. Noel, are partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Barlow, Mr. Chitwood, Mr. Noel, Raquel Fox, Howard L. Ellin, and P. Michelle Gasaway. Related research from the Program on Corporate Governance includes SPAC Law and Myths (discussed on the Forum here) by John C. Coates. Key Points SPAC activi ..read more

Posted by Jason Frankl and Brian G. Kushner, FTI Consulting, on Thursday, October 6, 2022 Editor's Note: Jason Frankl and Brian G. Kushner are Senior Managing Directors at FTI Consulting. This post is based on their FTI Consulting memorandum.  Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian A. Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here); Dancing with Activists by Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch (discussed on the Forum here); and Who Bleeds When the Wolves Bite? A F ..read more

Posted by Gregory Pryor and Michael Deyong, White & Case LLP, on Wednesday, September 21, 2022 Editor's Note: Gregory Pryor and Michael Deyong are partners at White & Case LLP. This post is based on their White & Case memorandum. As predicted in our previous M&A report, 2022 has not lived up to the runaway performance of 2021. As activity—still at impressive levels considering everything that has been thrown at the deal market—takes a breather, we consider five fundamental trends that may play out over the coming months. 1. Rates and financing costs to increase The increasing ..read more

Posted by Gerry Davis, Michael Verrechia, and Paul Schulman, Morrow Sodali, on Thursday, September 8, 2022 Editor's Note: Gerry Davis, Michael Verrechia, and Paul Schulman are Managing Directors at Morrow Sodali. This post is based on a Morrow Sodali memorandum by Mr. Davis, Mr. Verrechia, Mr. Schulman, Harry van Dyke, Jonathan Ostroff, and Tom Margadonna. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here) by Lucian Bebchuk, Alon Brav, and Wei Jiang; Dancing with Activists (discussed on th ..read more

Posted by Gregory Pryor and Germaine Gurr, White & Case LLP, on Tuesday, September 6, 2022 Editor's Note: Gregory Pryor and Germaine Gurr are partners at White & Case LLP. This post is based on a White & Case memorandum by Mr. Pryor, Ms. Gurr, Lindsey Canning, and Jun Usami. Carve-out deals, whether conducted through a trade sale, buyout, or IPO, have become a vital tool for businesses to boost balance sheets and deliver shareholder value. This trend has gathered momentum over recent years, with 9,155 carve-outs worth US$2.3 trillion in aggregate announced globally in 2021, accord ..read more

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 2, 2022 Editor's Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles, and Anna Dimitrijević. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here) by Lucian Bebchuk, Alon Bra ..read more

Posted by Mathieu Pellerin (Dimensional Fund Advisors), on Tuesday, August 30, 2022 Editor's Note: Mathieu Pellerin is Senior Researcher at Dimensional Fund Advisors. This post is based on his recent paper. Dimensional’s recent paper The Economics of Corporate Governance provides a concise overview of the corporate governance literature. We focus on the governance of for-profit, publicly traded corporations and address two important questions. First, for whom should such corporations be run, shareholders or stakeholders? Second, what is the impact of governance provisions on shareho ..read more

Posted by Stephen M. Bainbridge (UCLA), on Thursday, August 25, 2022 Editor's Note: Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. This post is based on his recent paper. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here) by Lucian A. Bebchuk and Roberto Tallarita; For Whom Corporate Leaders Bargain (discussed on the Forum here) and Stakeholder Capitalism in the Time of COVID (discussed on the Forum here) both by Lucian Bebchuk, Kobi Kasti ..read more