March 25, 2015
SEC officials Michele M. Anderson, chief of the Office of Mergers and Acquisitions, and Special Counsel David Orlic (right) share advice with Tulane Law students, including Peter Wilson (L ’16) (center) during a break at the Corporate Law Institute March 19 in New Orleans.
Eileen T. Nugent (center), global co-head of Skadden’s transactions practices, moderates a Tulane Corporate Law Institute panel on mergers and acquisitions trends that included Robert E. Spatt (left), a partner at Simpson Thacher & Bartlett, and Delaware Supreme Court Chief Justice Leo E. Strine Jr. (right, in hat).
The ethics hypothetical at the Tulane Corporate Law Institute sounded a bit playful: Upton Abbey, maker of faux British men’s pocket squares, sold its Indian subsidiary, Cummerbund, to competitor Hogwarts for $1.75 billion. But things didn’t go well. Hogwarts sued Upton Abbey. Federal agencies investigated. Class action securities litigation ensued.
Panelist Randy Ebner (L ’80), Exxon Mobil assistant general counsel, took on the first question: Can Hogwarts require Upton Abbey to turn over draft board meeting minutes?
Remember, he cautioned (along with much other advice), “whatever is written, you have to assume one day may get into a court of law.”
Despite the fanciful factual scenario, the discussion was all serious, the kind of expert advice by top-level attorneys and dealmakers that draws hundreds to the conference annually.
Now in its 27th year, the Corporate Law Institute is widely considered the premier event of its kind in the mergers and acquisitions universe, and speakers generate headlines in the Wall Street Journal, The New York Times, Bloomberg, Reuters and other media outlets. Fortune called it “Davos for Wall Street,” a reference to the World Economic Forum annual meeting in Switzerland.
Attendees – more than 500 this year, a record -- include members of the Delaware Supreme Court and Court of Chancery, leading corporate counsel and investment bankers who come for continuing legal education and networking in an industry that is extremely competitive and at the same time close-knit.
Tulane Law students also benefit: some attend the presentations or have a chance to meet with influential lawyers during information sessions arranged by the law school’s Career Development Office.
SEC Chair Mary Jo White discussed shareholders as keynote speaker at the Tulane Corporate Law Institute.
Securities and Exchange Committee Chair Mary Jo White, a former corporate litigator and U.S. Attorney in Manhattan, gave the conference’s keynote address on March 19, wading into the hotly debated topic of shareholder activism, the practice of investing in companies to force changes.
“Reflexively painting all activism negatively is, in my view, using too broad a brush,” said White, whom President Obama nominated to the SEC’s top job in 2013.
The agency’s role isn’t to pass judgment on whether such moves are beneficial or detrimental, she said, but to focus on “making sure that shareholders are provided with the information they need and that all play by the rules.”
White said activists “should act responsibly” so company leaders can focus on their jobs, but management also shouldn’t stonewall or adopt policies that stifle shareholders in asserting their rights under federal laws.
“It’s time to step away from gamesmanship and inflammatory rhetoric that can harm companies and shareholders alike,” she said.
“Constructive engagement should be everyone’s goal.”
Panels during the two-day event also covered deal-making trends, investment financing techniques and legal developments in Delaware. Because a majority of Fortune 500 companies incorporate there, Delaware court decisions govern the most far-reaching business litigation. Sessions typically feature lively exchanges among powerful industry players.
During a particularly frank and feisty panel, Delaware Supreme Court Chief Justice Leo E. Strine Jr. sparred with fellow panelists about investor disclosure requirements and other elements of deal-making processes. At the ethics panel the following day, Vice Chancellor Donald F. Parsons Jr. of the Delaware Court of Chancery told the audience that cases are won on thorough document production and vetting, and he said lawyers who create too many rushed emergency situations cause judges to tune them out.
“Your job is very important,” he said. “You have to do it as though there is no backup to you.”
A record number of corporate lawyers, bankers and other dealmakers attended Tulane’s 27th Annual Corporate Law Institute March 19-20 in New Orleans.
On March 19, @DECorpCast, which was covering sessions on Twitter, tweeted that “#CorpLawTulane always has at least one panel that teaches you something you knew nothing about” and “#CorpLawTulane always enhances your understanding of topics you thought you knew.”
“The speakers are the titans of the M&A bar. I learn so much,” said Michele M. Anderson, chief of the SEC’s Office of Mergers and Acquisitions. She was a speaker on two panels the first day of the conference. That afternoon, she and SEC Special Counsel David Orlic spent more than an hour chatting with seven Tulane Law students about the agency, corporate law and other topics.
“You’ve got to pay it forward,” said Anderson, who typically meets with Tulane students every year during the institute. “I remember being in that position” as a student looking for guidance, she said. “It’s hard to find professionals who have time to talk to you.”
After the discussion, students called Anderson and Orlic warm and welcoming, with “super-helpful” advice.
“They weren’t just selling the SEC, they were investing advice in us,” said Saisha Chandrasekaran (L ’16), who has a summer job lined up with the SEC in Washington, D.C. Cristel John (L ’16) plans to spend the summer with the SEC’s regional office in Miami.
Panels at the Tulane Corporate Law Institute cover the latest in mergers and acquisitions trends and Delaware legal developments, with expert advice from key industry players.
New Orleans attorney Louis Fishman (L ’65), who helped found the Corporate Law Institute and has remained a planning committee member, said the event “puts Tulane at the forefront of corporate law scholarship.”
Fishman, a partner at Fishman Haygood, credited Andrew G.T. Moore II (L ’60), who served as Delaware Supreme Court chief justice in 1982-94, with attracting industry leaders from the East Coast to help launch the institute and “put this thing on the map.” After Hurricane Katrina’s damage in 2005 left many wondering whether New Orleans could rebound, support from New York and Delaware law firms helped ensure that the conference would continue, Fishman said.
Alan Stone (L ’87), who heads the litigation practice group at Milbank, Tweed, Hadley & McCloy in New York, said that “the best of the best” speak at Tulane’s conference. “It really is a unique opportunity to hear from members of the Court of Chancery and the Delaware Supreme Court” about how the law is developing. “The nuances matter” in the kinds of high-stakes cases handled by lawyers who attend, he said.
Stone called the institute “wonderful advertising for Tulane and the city generally” and said he hears frequently from people who say they decided to send their children to Tulane after attending the conference.
A member of the Tulane Law Dean’s Advisory Board, Stone also has been instrumental in trying to build other law-business connections. He helped organize a February networking event in New York that served as a prelude to the Corporate Law Institute. Tulane law and business alumni were invited to a forum at which James Duplessie (MBA ’84), a managing director at Napier Park Global Capital, interviewed Chancellor Andre G. Bouchard of the Delaware Court of Chancery on hot topics including forum selection, fee-shifting rules to make losers pay litigation costs for both sides, activist investors and appraisal arbitrage — all issues that later were addressed at the Corporate Law Institute.
“There’s such a huge connection in New York between business and law,” said Stone, whose work often involved valuation of companies. “It we could get people connected, it would be great for both of the schools (law and business).”