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Mergers & Acquisitions Roundtable

May 10, 2012

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