April 21, 2017
On April 20, 2017, Gibson Dunn co-hosted a major conference on mergers and acquisitions and corporate governance with Columbia Law School. The conference featured speakers from academia, the judiciary, media outlets, and the law and finance industries, brought together to discuss the latest issues in both mergers and acquisitions and corporate governance in the United States and globally. In addition to seven in-depth panels, the conference featured an interview of the Hon. Andre G. Bouchard, Chancellor of the Delaware Court of Chancery, by Prof. John C. Coffee, Jr., of Columbia Law School and Jack B. Jacobs, former Justice of the Delaware Supreme Court.
Following the opening remarks by Prof. Coffee and Gibson Dunn partner Eduardo Gallardo, the Delaware M&A Litigation Developments panel delved into the latest developments coming from the Delaware courts, including the decrease of disclosure-only settlements in Delaware in a post-Trulia world and how deal litigation in and out of Delaware is changing as a result, the development and future of appraisal actions, and corporate decision-making following Corwin. The first panel featured the Hon. Sam Glasscock III, Vice Chancellor of the Delaware Court of Chancery, Gibson Dunn partner Adam H. Offenhartz, Morris Nichols partner William L. Lafferty, and Wachtell Lipton partner William Savitt, and was moderated by Justice Jacobs.
Prof. Coffee moderated the next panel, Insider Trading & Enforcement, with Gibson Dunn partner Barry R. Goldsmith, Murphy & McGonigle shareholder Stephen Crimmins, Cleary Gottlieb senior counsel Edward F. Greene, Co-Chief Litigation Counsel of the SEC Division of Enforcement Bridget Fitzpatrick, and Chief of the New York State Attorney General’s Investor Protection Bureau Katherine C. Milgram. The insider trading panel explored topics such as the SEC’s focus on enforcement actions for insider trading violations, the unsettled areas of law around liability for insider trading in violation of the Martin Act, and what may constitute a close personal relationship with respect to a tipper’s liability.
The morning session concluded with the Perspectives on the Future of M&A panel, moderated by Prof. Eric Talley of Columbia Law School. Prof. Talley, Justice Jacobs, Chancellor Bouchard, Gibson Dunn partner Dennis Friedman, and Wachtell Lipton senior partner Martin Lipton discussed topics including the future of shareholder activism and the influence of institutional investors thereon, the market realities that have precipitated activism, and the use of dual-class and non-voting capital structures at newly public companies.
Following the lunchtime interview of Chancellor Bouchard, the afternoon began with the Global Antitrust panel, moderated by Gibson Dunn partner Joshua Soven. Mr. Soven was joined by Aimee Imundo, Global Executive Counsel, Competition Law & Policy, at General Electric Company, Blake Lawit, Vice President, Legal, at LinkedIn, Jonathan M. Orszag, Senior Managing Director at Compass Lexecon LLC, and Christopher Ries, Antitrust and Supply Chain Alliances Counsel at Hewlett Packard Enterprise. The panel addressed the importance of involving outside counsel and economists (particularly in high risk deals) at the early stages of a transaction and the effect of big data in the context of antitrust law and following a merger, the possession of which implicates more than just privacy issues.
Robert A. Kindler, Global Head of M&A and Vice Chairman at Morgan Stanley, moderated the State of the M&A Market panel, which also included Joele Frank, Managing Partner of Joele Frank, Wilkinson Brimmer Katcher, David Faber, Co-Anchor of CNBC’s "Squawk on the Street," and Jeffrey C. McCracken, Executive Editor: Global Deals at Bloomberg News. The group dug into the current issues facing the mergers and acquisitions market and how and why institutional investors are ramping up shareholder engagement.
Turning to the regulatory perspective, Gibson Dunn partner John F. Olson moderated the Hot Topics in SEC Public Company Regulation panel, which covered current regulatory topics ranging from the rise of proxy access proposals (which can help to bridge the gap between management and stockholders) to the SEC’s interest in companies making voluntary disclosures regarding political contributions and greenhouse gas emissions. Mr. Olson was joined by Prof. Robert Jackson, Jr., of Columbia Law School, Gibson Dunn partner James J. Moloney, Jon Filderman, Managing Counsel, Corporate Legal Group, at Merck & Co., Carlos M. Hernandez, Executive Vice President, Chief Legal Officer and Secretary at Fluor, and former SEC commissioner Troy A. Paredes, founder of Paredes Strategies LLC.
The program concluded with the Shareholder Engagement panel, moderated by Mr. Gallardo. Joining Mr. Gallardo were Glenn Booraem, Investment Stewardship Officer at Vanguard, Gibson Dunn partner Stephen Glover, Cristiano Guerra, Head of Special Situations Research at ISS, Avinash Mehrotra, Co-Head of the M&A Shareholder Advisory Group at Goldman Sachs, and Rishi Varma, Senior Vice President, Deputy General Counsel and Assistant Secretary at Hewlett Packard Enterprise. The group engaged in a lively discussion of relevant topics, including the influence of institutional investors on shareholder engagement by companies, how ISS and others assess contested director elections, and the effect of activism on M&A.