Tulane University Law School 22nd Annual Corporate Law Institute
A. Gilchrist Sparks III, Morris Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law and Rick Alexander, Corporate Law and M&A partner will serve as faculty members and panelists at the Twenty-Second Annual Corporate Law Institute at Tulane University Law School, New Orleans, April 15-16, 2010.
Gil will speak on the panel Proxy Access and Shareholder Activism: Dawn of a New Age or Return to the Dark Ages? This panel will discuss the impact of shareholder access to the proxy statement and governance process under the SEC’s proposed approach and will focus on such questions as: how will public companies respond and what should they be doing to be prepared? How will new shareholder activist tools and corporate governance issues be used to force companies to be responsive to their demands? How can public companies take proactive steps to minimize the possibility of an attack? What should boards of directors and management teams be doing in advance to put themselves in the best possible position to respond to activist attacks? Joining Gil are Honorable Myron T. Steele, Chief Justice, Delaware Supreme Court, Michele Anderson, Chief, Office of Mergers and Acquisitions Securities and Exchange Commission, David Katz, Wachtell, Lipton, Rosen & Katz, Robert Spatt and John Finley, Simpson Thacher & Bartlett LLP, among others.
Rick will speak on the panel M&A of Financially Distressed Companies. This panel will explore the “distressed M&A” marketplace and the fiduciary duties of directors, officers and controlling stockholders of troubled targets and various risks faced by potential acquirors of these companies, particularly in connection with the allocation of merger consideration, as well as with deal protection measures and other contractual issues such as indemnification. The panel will also look at various methods of pursuing distressed M&A targets, including “loan to own” strategies, Section 363 sales, credit bidding, acquisitions pursuant to Chapter 11 plans of reorganization and out-of-court acquisitions. Joining Rick are Vice Chancellor Leo E. Strine, Jr., Delaware Court of Chancery, Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP, Lori Fife, Weil, Gotshal & Manges LLP, Frederick Lowinger, Sidley Austin LLP and Barry Ridings, Vice Chairman of Investment Banking & Co-Head of Global Restructuring, Lazard Freres & Co. LLC.
The Corporate Law Institute is a two-day M&A and corporate law conference that takes place in downtown New Orleans every spring. Described by the Wall Street Journal as “the industry’s main conference,” it attracts the most high-profile lawyers and bankers from around the country, as well as judges, journalists, and others who follow the deal making world.