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Dealmakers debate shareholder activism at Tulane Law conference

March 23, 2016


Tulane Law Dean David Meyer (left) chats with retired New York lawyer Doug McKeige (L ’86) and Wachtell, Lipton, Rosen & Katz partner David Katz (in hat) before welcoming attendees at the Corporate Law Institute March 17.


Tulane Law Professor Ann Lipton (with glasses) takes notes at a Corporate Law Institute panel, while Professor Onnig Dombalagian (back, right) listens. The event drew more than 600 lawyers, investment bankers and others to the Roosevelt Hotel in New Orleans March 17-18.

With corporate mergers & acquisitions riding a record year in 2015, the Tulane Corporate Law Institute was more popular than ever, with 600-plus lawyers, investment bankers, corporate directors and others who advise and monitor dealmakers gathering March 17-18 in New Orleans.

The 28th edition of the conference featured plenty of debate over activist shareholders and how corporate boards respond to them; a verbal skirmish over a new guidance from the Securities and Exchange Commission; and the kind of blunt pronouncements attendees have come to expect from Delaware Supreme Court Chief Justice Leo Strine.

“It’s an incredible assemblage of the key actors” in the M&A world, said Tulane Law graduate Doug McKeige (L ’86), a retired New York lawyer who handled securities litigation for public pension funds and worked to improve corporate governance.

“It’s an exciting year because of how the activist funds are dominating the conversation and activity in the public company markets,” said McKeige, who was attending for the first time.

Keynote speaker Roger Altman, founder of Evercore Partners, sounded less thrilled about activists’ 75 percent success rate in getting their demands met in 2015. He complained that corporate boards are too quick to make changes to settle with activist shareholders.


Securities and Exchange Commission Associate Director Michele Anderson and Delaware Supreme Court Supreme Court Chief Justice Leo Strine (on screen) sparred during a March 17 panel at Tulane’s Corporate Law Institute.

Once described by Fortune magazine as “Davos for Wall Street” (a reference to the World Economic Forum annual meeting in Switzerland), the institute explores trends in high-stakes dealmaking — and provides Tulane Law students a chance to both network and learn more about how classroom discussions play out in the business world.

Professor Ann Lipton, a former securities and corporate litigator who joined the Tulane Law faculty in 2015, was attending her first Corporate Law Institute and blogged about the panels for the Business Law Prof Blog.

She described a common theme running across several panels as a focus on corporate board members — the value of expertise versus independence, the increased responsibility of directors in the age of activist investors and how those responsibilities may limit opportunities to populate a board with quality candidates.

“It was marvelous to get expert, practical analysis of the most pressing issues in corporate governance and M&A practice,” she wrote. “I was also delighted to see a couple of my students in attendance — during one of the breaks, they told me how the speakers helped bring together the reality behind the theories they learned in their business courses.”

One of the most popular annual sessions is the review of Delaware legal developments, this year from Strine and Chancellor Andre Bouchard, who heads the Court of Chancery. Because a majority of Fortune 500 companies incorporate in Delaware, its court decisions govern the most far-reaching business litigation.

Tulane Law Professor Onnig Dombalagian, who specializes in regulation of securities and derivatives markets, has attended regularly over the past 13 years.

“As much as I enjoy the vigorous debates each year over the meaning of recent Delaware opinions or the changing balance of influence between boards and activists,” he said, “this inimitable forum never fails to deliver authoritative guidance on how boards and their advisers can best make, communicate and defend long-term business strategy.”


Tulane Lawyer Magazine  

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