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On November 5, the SEC released its widely anticipated proposed changes to some of the procedural requirements for shareholder proposals to be included in management’s proxy statement under Exchange Act Rule 14a-8. In this latest release, the SEC addresses procedural requirements that it has not revised in more than 20 years. The release proposes five…

On November 5, a divided Securities and Exchange Commission (“SEC”) proposed new rules about proxy advisory firms. The proposed rules would, if adopted, have three principal effects:

  • Before a proxy advisory firm distributes its recommendations for a particular shareholder vote to its clients, it would be required to give a company an opportunity to comment

…

On September 21, 2019, Cleary Gottlieb partners Ethan Klingsberg and Jim Langston, along with moderator Paul Washington, executive director of The Conference Board, Anu Aiyengar, Head of North American M&A at J.P. Morgan and Anthony Kim, Partner at Centerview Partners, discussed M&A risks for boards and management teams arising in connection with:

  • internal forecasts
  • the roles of insiders
  • fundless, LP and lesser-known sponsors

Continue Reading M&A Risks for Boards and Management Teams in 2019-20 – Takeaways from Conference Board Panel Discussion among Cleary Gottlieb, J.P. Morgan and Centerview M&A Advisors

Bayer enjoys summertime. Bayer brings this summer’s M&A highlight with the sale of its veterinary medicine division to Elanco for approx. USD 7.6 billion. Together with Lanxess, Bayer also sells chemical park operator Currenta to Macquarie for a transaction volume of approx. EUR 3.5 billion. Finally, Bayer lets go of Dr. Scholl’s foot treatment articles…

Cleary Gottlieb’s “2019 Mid-Year Developments in Securities and M&A Litigation” discusses major developments from the first half of 2019 and highlights significant decisions and trends ahead.

In Lorenzo, the most significant securities decision in 2019 so far, the Supreme Court clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). The…

On July 18, 2019, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on the 2019 proxy season highlights and trends, including the considerations companies have been evaluating during engagement with investors. The panel also discussed the continuation of significant governance issues for companies, such as in the areas of board composition, diversity, environmental issues and the interrelationship between shareholder issues and those in the news cycle. The panelists were Pamela Marcogliese, Partner, Cleary Gottlieb, Elizabeth Bieber, Associate, Cleary Gottlieb and Theresa Molloy, Vice President, Governance and Shareholder Services, Prudential Financial. The panel was moderated by Paul Washington, the new Executive Director of ESG Center at The Conference Board.
Continue Reading Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2019 Proxy Season

On March 25, 2019, partners Lev Dassin and Arthur Kohn participated in a webcast hosted by The Conference Board, entitled “Corporate Prosecutions: What Companies, Boards and Executives Need to Know.”  Daniel Gitner, a partner at Lankler Siffert & Wohl, also participated on the panel.

The panelists and moderator Doug Chia, executive director of The Conference Board, began by discussing corporate prosecutions generally, including the history of corporate prosecutions and how DOJ attitudes regarding corporate prosecutions have changed over time.  Dassin explained that the DOJ has more recently refocused its attention on prosecuting individuals engaged in corporate misconduct.
Continue Reading Cleary Partners Participate in Panel Discussion on Corporate Prosecutions

German M&A market makes solid start to the new year. Pharma and chemicals specialist Merck announces cash offer to take over Versum Materials, a US semiconductor company, in a deal valued at approx. USD 5.9 billion. Merck’s aim is to forestall the agreed merger between Versum and Entegris. Merck had only recently entered into a…

We were grateful that about 200 of you participated in Cleary Gottlieb’s fifth annual M&A, Antitrust, and the Board Room conference in San Francisco, hosted and co-sponsored by our friends at UC Berkeley School of Law, as well as sponsors Abernathy MacGregor, Finsbury, Gladstone Place Partners, Joele Frank, MacKenzie Partners, and Okapi Partners, and chaired by Cleary partner Ethan Klingsberg and Berkeley Professor Steven Davidoff Solomon.
Continue Reading Key Takeaways: M&A, Antitrust, and the Board Room in 2019: Challenges and Conundrums for the West Coast