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...
View ArticleAction 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...
View ArticlePreparing 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...
View ArticleBoard 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,...
View ArticleUsing 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...
View ArticleShareholder 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,...
View ArticleCompensation 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....
View ArticleAider 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...
View ArticleShould 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...
View ArticleBe 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...
View ArticleForum 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...
View ArticleSchedule 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...
View ArticleRights 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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