David A Katz

July 23, 2009 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura McIntosh, a consulting attorney for the firm, write: In recent weeks, regulators and lawmakers have proposed a dizzying array of reforms that, if implemented, would exacerbate short-termism, undercut directorial discretion, further empower shareholder activists, and impose unnecessary and potentially costly burdens on public companies.

By David A. Katz and Laura A. McIntosh

24 minute read

November 30, 2007 | Corporate Counsel

ISS Governance Services recently updated its United States, Canadian, United Kingdom and international proxy voting policies for the 2008 proxy season. Attorneys David A. Katz and Laura A. McIntosh say the changes generally seek to limit the power of directors to exercise their supervisory role prescribed by state law and to pressure directors to defer to the will of stockholders on numerous issues. They predict the updated policies will drive a wedge further between directors and stockholders.

By David A. Katz and Laura A. McIntosh

14 minute read

September 22, 2005 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that early data from the 2005 proxy season shows that shareholder activism was less widespread than in recent years and concentrated mainly on executive compensation and the majority election of directors. Evidence suggests that management is responding to investors' concerns, shareholders are accepting management compromises, and all parties are benefiting from a better relationship.

By David A. Katz and Laura A. McIntosh

12 minute read

October 30, 2008 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that the 2008 proxy season, forecasted last winter to be a season of increased activism, now appears to have been the season in which shareholders began to put governance reform proposals back into perspective. One of the primary lessons to emerge is that effective company-shareholder communication does make a difference. This season saw the practical impact of effective and improved communication in reducing the number of proposals that were brought to a vote and the amount of support that proposals received.

By David A. Katz and Laura A. McIntosh

15 minute read

March 24, 2011 | New York Law Journal

David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz discuss the acquisition of Del Monte Foods Co., where the shareholder vote had been delayed for 20 days by the Delaware Court of Chancery because the court found that the financial advisor to Del Monte's board had failed to disclose important information to the board and had become so conflicted in the transaction that the entire process had become tainted by the financial advisor's misconduct and the directors' breach of their fiduciary duties.

By David A. Katz and Laura A. McIntosh

16 minute read

December 29, 2005 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that the landscape of director elections is shifting in important ways. For the second year in a row, it appears that the issue of majority voting in the election of directors will dominate the proxy season.

By David A. Katz And Laura A. McIntosh

12 minute read

September 22, 2011 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, analyze a case where an entire board of directors was found to have breached its duty in failing to notice a significant error in the financial statements, an error that also went uncorrected by the outside auditors and internal employees.

By David A. Katz and Laura A. McIntosh

10 minute read

September 28, 2007 | Law.com

The dark cloud of the international credit crunch caused by U.S. subprime mortgage defaults may yet have a small silver lining for public companies: the real possibility of a decline in hedge fund activism. Now that funding for leveraged buyouts is difficult to obtain and the corporate credit market has made it more onerous for companies to incur additional leverage, it should be much harder for activist hedge funds to acquire or profit from the degree of influence that they have enjoyed in the recent past.

By David A. Katz and Laura A. McIntosh

10 minute read

September 17, 2001 | Law.com

Today the United States stock exchanges resumed trading for the first time since the devastating events in lower Manhattan. Recognizing that corporate stock repurchasing could represent an important source of liquidity should market volatility occur, the Securities and Exchange Commission summarily issued an order providing temporary relief from provisions that restrict the scope and manner of share purchases by issuers and affiliates.

By Edward D. Herlihy, Craig M. Wasserman, David A. Katz and Lawrence S. Makow

4 minute read

September 25, 2008 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that, amid the current turmoil on Wall Street, the recently affirmed CSX case, highlights certain hedge funds' practice of taking complicated positions in target companies in order to deliberately evade reporting requirements and illustrates the need for a more comprehensive disclosure regime and regulation of the credit default swap market.

By David A. Katz and Laura A. McIntosh

14 minute read