The Harvard Law School Program on Corporate Governance convened its Mergers & Acquisitions Roundtable last 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.
The participants in the M&A Roundtable included:
William D. Anderson, Jr., Managing Director, Goldman, Sachs & Co.
Stephen F. Arcano, Partner, Skadden, Arps, Slate, Meagher and Flom LLP
Joseph Bachelder, Special Counsel, McCarter & English, LLP
Michael J. Barry, Partner, Grant and Eisenhofer P.A.
Lucian Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law School
Allison Bennington, Partner and General Counsel, ValueAct Capital
Alon Brav, Professor, Fuqua School of Business, Duke University
Dan Burch, Chairman & CEO, MacKenzie Partners, Inc.
Dick Cavanagh, Executive Director, BlackRock Mutual Funds
Chris Cernich, Executive Director of M&A and Contests, ISS
Warren Chen, Managing Director, M&A and Contests, Glass, Lewis & Co.
Joseph Chi, Co-Head of Portfolio Management, Dimensional Fund Advisors
Daniel P. Chisholm, Vice President and Associate General Counsel, Fidelity
Rick Climan, Partner, Weil, Gotshal & Manges LLP
John C. Coates, IV, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
Creighton Condon, Senior Partner, Shearman & Sterling LLP
Arthur B. Crozier, Chairman, Innisfree M&A
William Curbow, Partner, Simpson Thacher & Bartlett LLP
Scott Davis, Partner, Mayer Brown LLP
Stephen Davis, Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Sara Elinson, Principal, Deloitte Financial Advisory Services LLP
Luca Enriques, Nomura Visiting Professor of International Financial Systems, Harvard Law School
Gregg Feinstein, Managing Director and Co-Head of M&A, Houlihan Lokey
Allen Ferrell, Greenfield Professor of Securities Law, Harvard Law School
William J. Forgione, Senior Managing Director and General Counsel, TIAA-CREF
Stephen Fraidin, Partner, Kirkland & Ellis LLP
Jesse Fried, Professor of Law, Harvard Law School
Eduardo Gallardo, Partner, Gibson, Dunn & Crutcher LLP
Mark D. Gerstein, Partner, Latham & Watkins LLP
Larry Hamdan, Executive Chairman of Global M&A, Barclays Capital
Scott Hirst, Associate Director, Program on Institutional Investors, Harvard Law School
Suzanne Hopgood, Corporate Governance Consultant, Connecticut Retirement and Pension Fund Trusts
Jack B. Jacobs, Justice, Supreme Court of Delaware
Gaurav Jetley, Vice President, Analysis Group
Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P.
Ethan Klingsberg, Partner, Cleary Gottlieb Steen & Hamilton LLP
Reinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School
Peter Krupp, Partner, Skadden, Arps, Slate, Meagher and Flom LLP
Rakhi Kumar, Vice President, Corporate Governance, State Street Global Advisors
James Kwak, Associate Professor of Law, University of Connecticut School of Law
J. Travis Laster, Vice Chancellor, Court of Chancery, State of Delaware
Ted Mirvis, Partner, Wachtell, Lipton, Rosen & Katz
Manish K. Mital, General Counsel, Managing Principal, Halcyon Asset Management LLC
James C. Morphy, Partner, Sullivan & Cromwell LLP
Toby Myerson, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Charles Penner, Partner & Chief Legal Officer, JANA Partners LLC
Brian Quinn, Associate Professor of Law, Boston College
Brandon J. Rees, Acting Director, AFL- CIO
Paul K. Rowe, Partner, Wachtell, Lipton, Rosen & Katz
Matthew Schoenfeld, Special Situations Group, Morgan Stanley
Holger Spamann, Assistant Professor, Harvard Law School
Leo E. Strine, Jr., Chancellor, Court of Chancery, State of Delaware
Guhan Subramanian, Joseph Flom Professor of Law and Business, Harvard Law School; Douglas Weaver Professor of Business Law, Harvard Business School
Greg Taxin, Managing Director, Clinton Group, Inc.
Andrea Tinianow, Vice President & Assistant General Counsel, Corporation Service Company
L. Adel Turki, Senior Vice President, Cornerstone Research
Dieter Waizenegger, Executive Director, CtW Investment Group
Charles C.Y. Wang, Assistant Professor of Business Administration, Harvard Business School
Marc Weingarten, Partner, Schulte, Roth & Zabel LLP
Marc Williams, Partner, Davis Polk & Wardwell LLP