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.

We were glad to see over 195 of you in San Francisco a month ago for the lively discussions on “M&A, Antitrust and The Board Room in 2017: Challenges and Conundrums for the West Coast” among senior personnel from in-house corporate development and legal teams, law firms, financial advisory and investment banking firms, proxy solicitors, and shareholder engagement consultants, as well as the Chief Justice of the Delaware Supreme Court, the Chief Economist of Google, the investment director at CalPERS, former senior officials from Federal Trade Commission and the U.S. Department of Justice, the author of the best seller Chaos Monkeys, and professors from a number of graduate programs, including the University of California, Berkeley School of Law and the Berkeley Center for Law, Business and the Economy, the event’s co-sponsor with Cleary Gottlieb.

Key takeaways from the day’s discussions, the agenda and 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 glad to see over 150 of you in San Francisco for the lively discussions on “Antitrust, IP, Board Processes, and M&A in 2016: Challenges and Conundrums for the West Coast” among senior personnel from law firms, in-house legal departments, financial advisory firms, proxy solicitors, shareholder engagement advisors, public relations firms, the Delaware Court of Chancery, the Federal Trade Commission, the U.S. Department of Justice, the Federal Circuit and District Courts, the Silicon Valley U.S. Patent and Trademark Office, the media, and the University of California, Berkeley School of Law and the Berkeley Center for Law, Business and the Economy, the event’s co-sponsor with Cleary Gottlieb.

Don’t hesitate to contact any of your friends at Cleary Gottlieb to follow up on any of the matters raised at the conference.


Please Join Us

Tuesday, February 16, 2016
12:00 p.m. (EST)

Governance Watch Webcast:
International Trends in Corporate Governance

This month’s Governance Watch live webcast, hosted by Cleary Gottlieb and The Conference Board, will be held on Tuesday, February 16, at 12:00 p.m., and will focus on international corporate governance trends and best practices.  Our expert panelists will provide a range of perspectives in advance of the global 2016 annual meeting season, and address international trends focusing on shareholder rights, developing high-performing boards, contested shareholder meetings and activist investor strategies, as well as shareholder activity around environment and social issues.  We hope you can join us for this timely and important discussion on international governance trends and best practices.

Panelists include:

David Jackson, Company Secretary, BP p.l.c.

Daniel Summerfield, Co-head of Responsible Investment, USS Investment Management
Nicolas Grabar and Sung K. Kang, Partners at Cleary Gottlieb

Sophie L’Helias, Founder and President of LeaderXXchange™, and Senior Fellow, The Conference Board Governance Center (Moderator)

For questions please contact


At the end of this month, we are teaming up again with Steven “Deal Professor” Davidoff-Solomon of Berkeley Law School for a series of roundtables on Antitrust, IP, Board Processes, and M&A.  Confirmed participants include senior FTC, DOJ and PTO officials and judges from Delaware Court of Chancery, the Federal Circuit and Federal District Court, as well as partners from the leading firms in the Bay Area and general counsels and senior inhouse lawyers.

At this week’s 47th Annual Securities Reg Institute, Ethan Klingsberg will lead the panel, Activism in 2016: Understanding the Dynamics of the Changing Landscape and Changing Roles.  In addition to covering the most recent case law and market developments, Ethan will be discussing with

  • Michele Anderson, member of the senior leadership team at the Division of Corporation Finance of the SEC—issues ranging from the most effective ways to prompt the SEC staff to take action when there are missteps or misleading statements being made by a hostile party to the latest thinking on a spectrum of Section 13(d) issues relevant to the activism landscape;
  • Eileen R. Cohen, Chair of the Proxy Committee & Senior Portfolio Manager of JPMorgan Asset Management—institutional investor perspectives on shareholder engagement, relationships between activists and institutional investors, the presence of an activist on the board, golden leashes, and the impression made on institutional investors of tactics employed by activists and corporations;
  • Carmen Molinos, Managing Director at Morgan Stanley—DOs and DON’Ts for meetings with activists, recent experience with working through the settlement vs. fight calculus, and managing and integrating activists in the boardroom;
  • Charlie Penner, Partner & Chief Legal Officer at Jana Partners—the latest activist playbook, communications between activists and management, latest trends in standstill and settlement agreements, and managing the dual fiduciary conflicts that an activist director faces when on a board of a public company; and
  • Jim Snyder, former SVP & General Counsel of Family Dollar Stores and former head of litigation at Home Depot—role of the general counsel in preparing the board for activism, managing IR and board processes in an activist scenario, how to make short-term NDAs with activists work, managing information flow to an activist director, deflating an activist director’s “shadow management” risk, and when to adopt and not to adopt a poison pill in response to an activist.

Here are links to the presentation material, a video overview and information on location and webcast.   The panel will take place from 2:15pm eastern to 3:45pm eastern time on Wednesday, October 28.

On April 28, 2015, Matthew P. Salerno and Corey M. Goodman will participate in the American Conference Institute’s 6th Advanced Forum on M&A & Strategic Alliances in the Life Sciences Industries in New York. Together with Derek Devgun, Senior Legal Specialist, M&A, Medtronic, Matthew and Corey will present “Inversions: Shifting Strategies in Global M&A in Response to Recent Tax Code Changes.”