M&A Conference Focuses on Shareholder Activism and Regulatory Changes
The annual event, hosted by the Millstein Center and the Center on Corporate Governance, featured a keynote conversation with the vice chancellor of the Delaware Court of Chancery.
Columbia Law School’s annual daylong conference on mergers and acquisitions and corporate governance included speakers from law firms, financial services firms, and the Delaware courts. Held on Columbia University’s Morningside campus on November 22, the event was sponsored by the Ira M. Millstein Center for Global Markets and Corporate Ownership, the Center on Corporate Governance, and the law firms Paul Hastings and Wachtell, Lipton, Rosen & Katz.
Lecturer in Law Igor Kirman ’96, a partner at Wachtell, Lipton, Rosen & Katz, welcomed conference participants and offered remarks on corporations and political activism, followed by a keynote conversation between Eric Talley, Isidor and Seville Sulzbacher Professor of Law and faculty co-director of the Millstein Center, and Lori W. Will, vice chancellor of the Delaware Court of Chancery (pictured above).
Delaware’s Court of Chancery decides many of the nation’s important corporate and business cases, including, recently, West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, a decision that may have a far-reaching impact on the implementation of internal corporate governance arrangements. Many corporations “were concerned that their governance structure might be invalid after the Moelis decision came out,” Will said, adding that a board may have to decide whether enforcing a shareholder agreement conflicts with exercising its fiduciary duty—and if so, what the remedy should be for breaching the agreement.
“You can’t contract away your fiduciary duties,” she said. “They are unremitting, and they are owed at all times.” Further, “just because the statute tells you that you can adopt the stockholder agreement, it doesn’t necessarily mean that it’s going to be equitable. How that looks is going to be really fact dependent, and it’s hard to predict how the case law is going to develop.”
Watch panel discussions from the conference:
“Activism and M&A”
Moderated by Dorothy S. Lund, Columbia 1982 Alumna Professor of Law and faculty co-director of the Millstein Center, the discussion featured a lively conversation around current issues in shareholder activism, including the impact of the recently adopted universal proxy card. Panelists included Sean Donahue, partner, corporate department at Paul Hastings; Bruce H. Goldfarb, president and CEO of Okapi Partners and member of the advisory board of the Millstein Center; Ryan Nebel, vice chair, shareholder activism practice at Olshan Frome Wolosky; John Roe, head of BlackRock Investment Stewardship, Americas; and Elina Tetelbaum, corporate partner at Wachtell, Lipton, Rosen & Katz.
“Legislative and Regulatory Developments in M&A”
Jeffrey N. Gordon, Richard Paul Richman Professor of Law and faculty co-director of the Millstein Center, led a discussion on the outlook for securities and economic regulation during the second Trump administration. Participants were David Curran, co-chair, sustainability and ESG advisory practice at Paul, Weiss, Rifkind, Wharton & Garrison; Michael Murray, co-chair of the antitrust and competition practice and partner in the appellate, regulatory, and complex litigation practices at Paul Hastings; Maria Raptis, partner, antitrust/competition at Skadden, Arps, Slate, Meagher & Flom; and Ivan A. Schlager, partner, international risk and investigations at Kirkland & Ellis.
“Controlling Shareholders”
Led by Zohar Goshen, Jerome L. Greene Professor of Transactional Law, the panel examined appropriate review of transactions involving a company’s controlling shareholder. The discussants included Jack B. Jacobs, former justice of the Delaware Supreme Court and former vice chancellor of the Delaware Court of Chancery; Mark Lebovitch, Lecturer in Law and former partner at Bernstein Litowitz Berger & Grossmann; Ann M. Lipton, Michael M. Fleishman Professor in Business Law and Entrepreneurship at Tulane University Law School; and Daniel Slifkin, partner at Cravath, Swaine & Moore.
Closing remarks from John C. Coffee Jr., Adolf A. Berle Professor of Law and director of the Center for Corporate Governance
