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.
The Program on Corporate Governance wishes to express its appreciation to its supporting organizations: Cleary Gottlieb; Corporation Service Company; Cornerstone Research; Davis Polk; Gibson, Dunn & Crutcher; Latham & Watkins; Mayer Brown; Shearman & Sterling; Simpson Thacher; and Skadden.
The Program on Corporate Governance also wishes to acknowledge the sponsors of the Harvard M&A Roundtable: Analysis Group, Deloitte, Houlihan Lokey, Innisfree M&A Inc. and MacKenzie Partners, Inc.
The event is co-presented by the Harvard Law School Program on Institutional Investors, which wishes to acknowledge the support of its institutional investor members.
May 21, 2013
Harvard Faculty Club, 20 Quincy Street
May 22, 2013
Wasserstein Hall, 1585 Massachusetts Avenue
|8:15–9:00 am||Registration and continental breakfast|
|Agenda for morning sessions: Acquisitions, Friendly and Hostile
The morning sessions will focus on issues concerning acquisitions, both friendly and hostile, that are of interest to roundtable participants. Topics to be discussed during these sessions may include management buyouts and private equity buyouts; the proliferation of M&A litigation; developments in merger agreements and deal-protection terms; and takeover defenses. To the extent that the interest of roundtable participants warrants, discussion of some of these issues may be completed in the first afternoon session.
|9:00–10:25 am||First morning session|
|10:25–10:45 am||Coffee Break|
|10:45–12:10 pm||Second morning session|
|12:10–1:20 pm||Buffet lunch|
|Agenda for Afternoon Sessions: Hedge Fund and Shareholder Activism
The afternoon sessions will focus on issues of interest to roundtable participants concerning hedge fund activism and shareholder activism more generally. Topics to be discussed in these sessions may include compensation for dissident directors; reform of Section 13(d); proxy access and universal ballot; the long-term effects of activism; and dual-class share structures.
|1:20–2:45 pm||First afternoon session|
|2:45–3:05 pm||Coffee Break|
|3:05–4:30 pm||Final session|
|4:30–5:00 pm||Closing Reception|
Morning sessions: Acquisitions – friendly and hostile
General background on the current M&A landscape
- Delaware M&A Quarterly Review, Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Mergers and Acquisitions Outlook for 2013, Wachtell, Lipton, Rosen & Katz
Management buyouts and private equity buyouts
- The Value of Corporate Process and Management Buy-Outs, Matthew Cain & Stephen Davidoff
- Do Investors Understand ‘Operational Engineering’ before Management Buyouts?, Julie Lei Zhu, Jun Qian and Xi Li
- Large and Middle Market PE/Public Target Deals: 2012 Review, Schulte Roth & Zabel LLP
- Private Equity Trends in 2012, Weil, Gotshal & Manges LLP
The proliferation of M&A litigation
- Shareholder Litigation Involving Mergers and Acquisitions: February 2013 Update, Cornerstone Research
- Litigation of Investor Claims: State v. Federal Court, Wachtell, Lipton, Rosen & Katz
- Putting Stockholders First, Not the First-Filed Complaint, Leo Strine, Lawrence Hammermesh & Matthew Jennejohn
Developments in merger agreements and deal protection terms
- Crown Jewels — Restoring the Luster to Creative Deal Lock-ups?, Kirkland & Ellis LLP
- “Don’t Ask, Don’t Waive Standstills” Revisited (Rapidly), Wachtell, Lipton, Rosen & Katz
- Are All MOEs Created Equal?, Kirkland & Ellis LLP
- Statistics on Current Incidence of Takeover Defenses
- Takeover Defenses in Public Companies, 2013 M&A Report, WilmerHale (see pages 14–17)
Afternoon sessions: Hedge fund and shareholder activism
Reform of Section 13(d)
- Petition for Rulemaking Under Section 13 of the Securities Exchange Act of 1934, Wachtell, Lipton, Rosen & Katz
- Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy, Lucian Bebchuk, Alon Brav, Robert Jackson and Wei Jiang
Proxy access and universal ballot
- 2013 Proxy Season Preview: Key Shareholder Proposals, Alliance Advisors LLC
- Lessons Learned from the 2012 Proxy Season, Skadden, Arps, Slate, Meagher & Flom LLP
The long-term effects of activism:
- Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy, Wachtell, Lipton, Rosen & Katz
- Important Questions about Activist Hedge Funds, Wachtell, Lipton, Rosen & Katz
- The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk
- Debunking Myths about Activist Investors, RLM Finsbury
Dual-class share structures
- Letter to NYSE urging end to new listings of dual-class stock companies, Council on Institutional Investors