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On July 10, 2018, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on the highlights of the 2018 proxy season and the key topics, including shareholder proposals trends, including with respect to environmental and social issues; the most surprising moments in the 2018 proxy season; the effect of the Staff’s release of Staff Legal Bulletin 14I; board composition, refreshment and diversity; shareholder engagement; and significant institutional investor developments. Participants in the panel discussion included Pamela Marcogliese, Partner, Cleary Gottlieb, Elizabeth Bieber, Associate, Cleary Gottlieb, Jason Alexander, Managing Director, Okapi Partners and Bill Ultan, Managing Director, Corporate Governance, Morrow Sodali. Continue Reading Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2018 Proxy Season

At the 2018 National Conference of the Society for Corporate Governance, partner Pamela L. Marcogliese moderated a panel on Disclosure Committees and the current market practice at public companies.

The panelists engaged in a discussion about the reasons for establishing a Disclosure Committee including centralizing and organizing disclosure responsibilities, helping to comply with disclosure obligations under the federal securities laws and supporting the Chief Executive Officer and Chief Financial Officer certifications under Sarbanes-Oxley in providing oversight of the company’s disclosure controls and procedures. Continue Reading Cleary Partner Moderates Panel on Disclosure Committees

On May 21, 2018, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on the work of the Sustainability Accounting Standards Board (SASB). Participants in the panel discussion included Alan Beller, Senior Counsel at Cleary Gottlieb, Tom Riesenberg, Director of Legal Policy and Outreach at SASB and Stephanie Tang, Director of Legal, Corporate Securities at Stitch Fix.

Moderator Doug Chia, executive director of The Conference Board, and the panelists outlined the history and mission of SASB, including the development and implementation of industry-specific standards for sustainability reporting. They discussed the robust processes by which these standards were developed, and how they have been received by both companies and investors. The session also focused on the standard of materiality and the issues of liability in the context of the SEC’s reporting requirements. Additionally, the panelists discussed the board of directors role and the governance considerations undertaken by management and the board of directors in the context of sustainability reporting.

A replay of the webcast is available (please note that your browser may require you to run an Adobe plugin to access this content).

On May 8, 2018, partners Benet O’Reilly and Adam Fleisher participated in a panel co-hosted by The Conference Board and Cleary Gottlieb to discuss Private Investment in Public Equity (PIPE) transactions, both for capital formation and strategic purposes.

Moderator Doug Chia, executive director of The Conference Board, Benet and Adam outlined the framework for a PIPE transaction, including the topics a company should consider when contemplating a PIPE. They covered the different structures and types of securities frequently used in the PIPE market, as well as typical types of PIPE investors.

The session also focused on related governance considerations and regulatory approvals. Additionally, they addressed how to manage the confidential nature of the PIPE and when disclosure may be necessary. They also explained what securities filings may be triggered for investors.

A replay of the webcast is available here (please note that your browser may require you to run an Adobe plugin to access this content).

We were grateful that approximately 200 of you participated in Cleary Gottlieb’s fourth annual M&A, Antitrust and the Board Room conference at the Federal Reserve building in San Francisco, hosted and co-sponsored by our friends at Berkeley Law School, as well as sponsors Innisfree M&A and MacKenzie Partners.

The day featured:

  • SEC Commissioner Robert Jackson’s delivery of his controversial “The Case Against Corporate Royalty” speech, a thought-provoking follow-up talk by Doug Rushkoff, author of Throwing Rocks at the Google Bus, and a discussion with Michael Ronen, a leader of the Softbank Vision Fund; Lev Finkelstein, head of corporate finance at Dropbox; Wanji Walcott, general counsel of Paypal; Jean Rogers, chair of SASB; and Cleary partner Ethan Klingsberg.
  • A vigorous debate about the role of innovation in antitrust merger review among Thomas Deisenhofer, EC Head of Merger Control; Richard Gilbert, former Deputy Assistant AG for Economics; Bruce Hoffman, Acting Director at the FTC’s Competition Bureau; and Cleary partners George Cary and Elaine Ewing.
  • A candid dialogue between Vice Chancellor Tamika Montgomery-Reeves and Cleary partner Kim Spoerri about the nuances and future directions of Delaware fiduciary duty litigation.
  • The latest from the front lines of proxy contests and activism defense from MacKenzie CEO Dan Burch and Innisfree Managing Director Scott Winter, as well as Anne Chapman, who recently joined Joele Frank after 20+ years of overseeing proxy voting at Capital Research; Yumi Narita of BlackRock; Zach Oleksiuk, who recently joined Evercore after leading BlackRock’s corporate governance work; and Cleary partner Glenn McGrory.

Photos, a detailed recap of the day’s discussions, the agenda, and a list of participants can be found here.

Please do not hesitate to contact any of your friends at Cleary Gottlieb to follow up on any of the matters raised at the conference.

We were happy to see many of you at our “Blockchain and FinTech Opportunities” conference on Thursday, July 13.

If you were unable to attend or would like to review a recap of the event, key takeaways from the day’s discussions and videos of the panels can be found here.

Please do not hesitate to contact your friends at Cleary Gottlieb regarding any of the matters raised at the conference, and we hope to see you at an event in the near future.

In one of its recent issues devoted to the 2017 Tulane Corporate Law Institute, The M&A Journal  included an article titled “A Sleepy Topic: The Return of Appraisal Rights.”

The article was based on the slides prepared by the members of a Tulane panel on appraisal rights moderated by Cleary Gottlieb partner Victor Lewkow and including The Honorable Andre G. Bouchard, Chancellor of the Delaware Court of Chancery; David J. Margules from Ballard Spahr; Robert S. Saunders from Skadden, Arps, Slate Meagher & Flom; and Eric M. Swedenburg from Simpson Thacher & Bartlett. Victor thanks them all.

Read the full article here.

March 30, 2017

Two Cleary Gottlieb senior M&A partners will be playing major roles at this year’s 29th Annual Tulane Corporate Law Institute, generally considered the leading M&A and Corporate Law conference in the country. Victor Lewkow, who was a Chair of the Tulane conference for four years, will be joining Delaware Chancellor Andre Bouchard to moderate a panel on the increasing importance of appraisal rights in M&A transactions, and how recent court decisions and statutory amendments are impacting deal-making in 2017. Ethan Klingsberg will be drawing on his experience, on behalf of corporate clients navigating corporate governance refreshment, stockholder activism, and strategic alternatives, to moderate the conference’s keynote discussion featuring Ed Garden, the Chief Investment Officer and Founding Partner of Trian Partners (one of the world’s most successful activist funds), and Gerald Hassell, the Chair and CEO of The Bank of New York Mellon Corporation (which has undergone significant internal transformation in recent years while Mr. Garden has served on its board and Trian has been a shareholder).

Additional details about this event may be found here.