The Harvard Law School Program on Corporate Governance convened its Mergers & Acquisitions Roundtable Wednesday, May 22. The M&A Roundtable brought leading experts in the M&A field from the judiciary, legal practice, the academy, investment banking, proxy advising and soliciting, and the investor community. The topics of discussion and participants in the event are set out below.
The morning session of the M&A Roundtable focused on issues concerning acquisitions, both friendly and hostile. Among the issues discussed were management buyouts and private equity buyouts; deal-protection terms and go-shop provisions; the proliferation of M&A litigation; forum shopping and forum selection and arbitration clauses; reform of Section 13(d); and poison pills and other takeover defenses.
The afternoon session of the M&A Roundtable focused on hedge fund activism and shareholder activism more generally. Among the issues discussed were compensation for dissident directors, proxy advisors, universal ballots, and the short-term and long-term effects of shareholder activism.