Non-Delaware Corporate Governance Issues in Mergers and Acquisitions


This course considers non-Delaware corporate governance issues in mergers and acquisitions and outlines developments with respect to FINRA, in particular FINRA Rule 2290, which has to do with the requirements imposed on brokers and dealers acting as investment bankers and giving fairness opinions.

The panel also discusses the recent change in investor profiles and how it affects the mergers and acquisitions market and takes a look at what the SEC and others have been doing in corporate governance.

This course also reviews what the SEC has been doing in the area of corporate accounting, in particular the migration from GAAP to IFRS.


I. Non-Delaware Developments
        A. Introduction
        B. Fairness Opinions
        C. FINRA Rule 2290
        D. The HA-LO Case
        E. The Joyce case
II. New Trends in Investing
        A. The Investor Profile
        B. The Evolution of Shareholders
        C. Market Reaction
III. M&A, Corporate Governance and the SEC
        A. Dismantling Corporate Defenses
        B. Proxy Contests
        C. Wolf-Pack Tactics
        D. GAAP and IFRS

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Bruce H. Goldfarb

Bruce Goldfarb
Okapi Partners LLC

Bruce H. Goldfarb is a founder of Okapi Partners and serves as president and chief executive officer. He works extensively with corporate and mutual fund clients, as well as third-party investor and shareholder groups, including private equity sponsors, hedge funds and arbitrage firms, in solicitation campaigns. He focuses on proxy solicitation strategy and execution for mergers and acquisitions, proxy fights and other extraordinary transactions.

Mr. Goldfarb earned a B.A. in art history from the University of Pennsylvania concurrently with a B.S. Econ., concentration in finance, from its Wharton School. He also earned a J.D. from the Columbia University School of Law.

Photo of Charles M. Nathan

Charles Nathan
Latham & Watkins LLP

Charles M. Nathan is a corporate partner resident in Latham & Watkins’ New York office and is global co-chair of the firm’s Mergers and Acquisitions Group. His practice focuses on mergers and acquisitions, corporate counseling and corporate governance. Mr. Nathan represents companies and financial advisors in significant, high-profile mergers and acquisitions.

Mr. Nathan is the former chair of the Securities Regulation Committee of The Association of the Bar of the City of New York, as well the former chair of the Subcommittee on Business Combinations and Proxy Statements of the Committee on Federal Regulation of Securities of the Business Law Section of the American Bar Association. He is a co-chair of the American Bar Association Task Force on Shareholder Proposals.

Mr. Nathan has authored various articles on M&A topics and is a frequent contributor to The Daily Deal. He is recognized as a leading mergers and acquisitions attorney in the 2008 Chambers US legal guide.

Mr. Nathan recieved his J.D. from Yale Law School in 1965, Order of the Coif, and his B.A. from Johns Hopkins University in 1962.

Photo of Creighton O. Condon

Creighton Condon
Shearman & Sterling LLP

Creighton O. Condon, a partner in the Mergers & Acquisitions Group at Shearman & Sterling LLP in New York, represents U.S. and multinational corporations in acquisitions and sales of public and private companies and in joint ventures, and regularly provides advice regarding issues of corporate governance and control. Mr. Condon also represents the mergers and acquisitions groups of a number of investment banks.

Mr. Condon joined the firm in 1982 and became a partner in 1991. He also practiced for several years in the firm’s San Francisco office. Mr. Condon is a member of the firm’s nine-member Policy Committee and the firm’s Strategy Group.

Mr. Condon recieved his J.D. from Columbia University School of Law in 1982. He spent a year at St. John’s College, Cambridge University, after recieving his B.A. from the University of Pennsylvania in 1978.

Photo of John F. Olson

John Olson
Gibson, Dunn and Crutcher, LLP

John F. Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance, and merger and acquisition matters.

A frequent lecturer at legal and business seminars, Mr. Olson co-chairs various seminars on an annual basis. He is on the planning committee for the San Diego Securities Regulation Institute and the advisory committee for the Practising Law Institute’s Annual Securities Regulation Institute. He is the author of more than 100 articles and a member of the editorial advisory boards for a variety of securities and corporate law publications. Mr. Olson is the co-author of Director and Officer Liability: Indemnification and Insurance, published by West Publishing (revised 2002) and has edited several other books on securities law issues.

Mr. Olson recieved his LL.B. from Harvard University in 1964 and his B.A. from the University of California, Berkeley in 1961.

Photo of Stephen M. Kotran

Stephen Kotran
Sullivan & Cromwell LLP

Stephen M. Kotran was elected a partner at Sullivan & Cromwell LLP in 1998 and is a member of the firm’s Mergers and Acquisitions, Financial Institutions and Private Equity groups. Mr. Kotran represents participants and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buyouts, formation of joint ventures, and asset sales.

Mr. Kotran is a frequent speaker on mergers and acquisitions matters for the Practising Law Institute, the Association of the Bar of the City of New York, and various other professional organizations. He is a member of the Committee on Negotiated Acquisitions and the Committee on Federal Regulation of Securities of the Business Law Section of the American Bar Association and of the Special Committee on Mergers, Acquisitions & Corporate Control Contests of the Association of the Bar of the City of New York. Mr. Kotran has been recognized as a leading mergers and acquisitions lawyer in Chambers USA – America’s Leading Lawyers for Business (2007), The Best Lawyers in America (2008 - announced), New York Super Lawyers (2007), The Lawdragon 500 - Leading Lawyers in America (finalist, 2007), The Lawdragon 500 – Leading Dealmakers in America (2007) and The Lawdragon 500 – New Stars, New Worlds (2006) and as a leading insurance transactional lawyer in Chambers USA - America’s Leading Lawyers for Business (2007).

Mr. Kotran’s mergers and acquisitions assignments have spanned a wide range of industries, with particular emphasis on insurance companies and other financial institutions and technology companies.

Mr. Kotran recieved his J.D. from University of Virginia Law School, Order of the Coif, in 1990 and his A.B. from Harvard University in 1985.


Standard Rate: $119.00
Subscribers: FREE
Pillsbury U Online: $119.00


Course Code : 776320
Length : 1hr 2min
Recorded Date : 9/26/2008
Format Type : Video

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