By Jason M. Halper, Esq. & Doug Barnard, Esq. & Mr. Casey Nault & Prof. James B. Shein
In modern M&A, virtually every public deal is subject to a lawsuit. Fortunately for boards and the companies they serve, recent Delaware court decisions have provided paths for securing more lenient forms of judicial transaction review.
Leading institutional investors are developing a new paradigm for corporate governance that prioritizes sustainable value over short-termism, integrates long-term corporate strategy with substantive corporate governance, and requires transparency as to director involvement.
The corporate governance debate continues as to whether the paradigm shift from a more deferential, board-centric model to a more skeptical, shareholder-centric model ultimately will damage the ability of U.S. public companies to invest in the future, innovate, and create jobs and economic growth.
By Mr. Tawfik Hammoud & Mr. Vinay Shandal & Mr. Peter Buzzi & Mr. Didar Parhar & Orestes Pasparakis, Esq. & Walied Soliman, Esq. & Andrea Brewer, Esq.
The best defense to shareholder activism is to create sustainable shareholder value. Companies must therefore move beyond governance and implement procedures to ensure that their boards provide strong and active oversight of value creation alternatives and strategy development.