The Harvard Law School Program on Corporate Governance hosted a meeting of the M&A Roundtable on May 10, 2012. The M&A Roundtable, which is supported by the Corporation Service Company, brought together many of the country’s leading M&A experts and practitioners. Participants in the Roundtable engaged in a discussion with Chancellor Leo Strine of the Delaware Court of Chancery (who is also a Senior Fellow of the Program on Corporate Governance) on the state of Delaware corporate law.
Among the issues discussed were confidentiality provisions and their effect on mergers and acquisitions in light of the decision in Martin Marietta Materials v. Vulcan Materials; dual-class share structures and director accountability; go-shop provisions and deal protection devices; process issues in approving mergers and appropriate remedies; the use of poison pills following Airgas v. Air Products; and trends in shareholder litigation, including multiple forum issues and the fragmentation of shareholder litigation.
The participants in the M&A Roundtable included:
Lucian Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance; Director of the Program on Corporate Governance, Harvard Law School
Allison Bennington, Partner & General Counsel, ValueAct Capital
Richard Breeden, Chairman, Breeden Capital Management
Warren Chen, Managing Director, M&A and Quantitative Research, Glass Lewis & Co.
John Finley, Senior Managing Director & Chief Legal Officer, The Blackstone Group, L.P.
David Fox, Partner, Kirkland & Ellis LLP
Stephen Fraidin, Partner, Kirkland & Ellis LLP
Rick Geisenberger, Chief Deputy Secretary of State & Director of Corporations, State of Delaware
Mark Gerstein, Partner, Latham & Watkins
Jeffrey Gordon, Richard Paul Richman Professor of Law, Columbia Law School
Stuart Grant, Co-Founder & Managing Director, Grant & Eisenhofer P.A.
Larry Hamdan, Executive Chairman of Global M&A, Barclays Capital
Scott Hirst, Lecturer on Law, Harvard Law School
Jim Hoffman, Senior Vice President, Paulson & Co
Robert Jackson, Jr., Associate Professor of Law , Columbia Law School
Cynthia Kane, Special Assistant Delaware Secretary of State, State of Delaware
Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P.
Mark Lebovitch, Partner, Bernstein Litowitz Berger & Grossman, LLP
Matthew Mark, Managing Partner, Jet Capital Management
George Massih, Vice President, General Counsel & Secretary, Corporation Service Company
Raymond McGuire, Global Head of Corporate Investment Banking, Citigroup, Inc.
David Millstone, Vice Chairman, GAF Industries
Theodore Mirvis, Partner, Wachtell, Lipton, Rosen & Katz
Manish Mital, General Counsel, Halcyon Asset Management LLC
James Morphy, Partner, Sullivan & Cromwell LLP
Toby Myerson, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Eileen Nugent, Partner, Skadden, Arps, Slate, Meagher, Floam LLP and Affiliates
Adam Offenhartz, Partner, Gibson Dunn
Morton Pierce, Partner, White & Case LLP
Josh Rosner, Managing Director, Graham Fisher & Co.
Paul Rowe, Partner, Wachtell, Lipton, Rosen & Katz
Jonathan Rozoff, Senior Vice President, Cornerstone Research
Nicholas Sakellariadis, M&A Managing Director, Citigroup, Inc.
Brian Schorr, Chief Legal Officer, Trian Fund Management L.P.
David Sorkin, General Counsel, KKR
Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
Andrea Tinianow, Vice President & Assistant General Counsel, Corporation Service Company
Michael Waldorf, Managing Director, Paulson & Co
Rodman Ward, Of Counsel, Skadden, Arps, Slate, Meagher, Floam LLP and Affiliates
Rodman Ward III, President & Chief Executive Officer, Corporation Service Company
Marc Weingarten, Partner, Schulte Roth & Zabel
Greg Williams, Director, Richard, Layton & Finger, P.A
Marc Williams, Partner, Davis Polk & Wardwell LLP
James Woolery, Co-Head of North America, Mergers & Acquisitions, JP Morgan Chase
Chris Young, Managing Director- Head of Takeover Defense, Credit Suisse