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Assessing “continuing director” change-in-control provisions

Editor’s Note: This post is based on a memo by Laurent Alpert, Robert Davis, Victor Lewkow and Daniel Sternberg from Cleary Gottlieb Steen & Hamilton LLP. This post is part of the Delaware law...

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Action by Written Consent: A New Focus for Shareholder Activism

Editor’s Note: This post comes to us from Laurent Alpert, a partner at Cleary Gottlieb Steen & Hamilton LLP focusing on mergers, acquisitions and leveraged buyouts, and is based on a Cleary...

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Preparing for “Proxy Access” Shareholder Proposals

Editor’s Note: The following post is based on a Cleary Gottlieb Steen & Hamilton LLP memorandum by Victor Lewkow, Janet Fisher, and Esther Farkas. Following the SEC’s decision not to seek a...

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Board Focus 2012: Issues and Developments

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb alert memorandum by Mr. Lewkow, David Becker, Alan Beller, Janet Fisher,...

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Using Confidential Information in a Hostile Offer

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Neil Whoriskey. This post is part of the Delaware law...

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Shareholder Activism and the Bank Holding Company Act

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by John McGill. The ongoing battle between Floyd,...

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Compensation Committees and Adviser Independence under Dodd-Frank

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mary Alcock and Helen Skinner. On June 20, 2012, the U.S....

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Aider and Abettor Liability Standards in SEC Civil Enforcement Actions

Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Lewis Liman. On August 8, 2012, the Second Circuit issued an...

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Should Your Company Adopt A Forum Selection Bylaw?

Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow, Neil Whoriskey, and Julie Yip-Williams, and is...

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Be Wary of the Path to the Business Judgment Rule

Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow, Ethan Klingsberg, and Neil Whoriskey, and is...

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Forum Selection Clauses in the “Foreign” Court

Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow and Mitchell Lowenthal. This post is part of the...

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Schedule 13D Ten-Day Window and Other Issues: Will the Pershing...

Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow and Christopher Austin that was issued on April...

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Rights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to...

Editor's Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Benet J. O'Reilly and Aaron J. Meyers, and is part of the...

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