David A Katz

January 24, 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 widely cited corporate governance ratings are used by shareholder advisory services to target companies with "sub-par" governance structures on the basis that improving corporate governance will improve corporate performance. In light of a new academic study, however, casting votes on the basis of corporate governance scores appears to be a flawed strategy.

By David A. Katz and Laura A. McIntosh

10 minute read

November 30, 2006 | 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, as the holiday season approaches, activist shareholders are making their lists and checking them twice. Institutional investors are approaching boards of directors of public companies with "wish lists" of corporate governance positions that they want implemented as corporate policy.

By David A. Katz and Laura A. McIntosh

14 minute read

May 26, 2011 | New York Law Journal

Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write: Favorable market conditions appear to be producing a substantial increase in shareholder activism and hostile takeover activity this year. When facing such activity, directors should keep in mind that the fundamentals remain unchanged: the business judgment rule still applies, and takeover defenses, especially of the structural variety, are as effective as ever when used appropriately.

By David A. Katz and Laura A. McIntosh

10 minute read

September 23, 2010 | New York Law Journal

In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that they view the new proxy access regime as an unfortunate development and one that may empower activist shareholders (especially unions and special interest groups) to the detriment of companies' ability to focus on creating long-term value.

By David A. Katz and Laura A. McIntosh

13 minute read

January 22, 2009 | New York Law Journal

David A. Katz, a partner of Wachtell, Lipton, Rosen & Katz, and Laura A. Mcintosh, a consulting attorney for the firm, write that RiskMetrics Group recently updated its domestic and international corporate governance policies, indicating how it will recommend that its clients vote on various matters for the next proxy season. Because many institutional investors strictly adhere to RMG's voting recommendations, the authors say, public companies are obliged to take note of the updated recommendations.

By David A. Katz and Laura A. McIntosh

15 minute read

September 24, 2009 | 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 just as the Enron and other high-profile corporate scandals were seen as resulting from a lack of ethics and oversight, the credit market meltdown and resulting financial crisis have been blamed in large part on inadequate risk management by corporations and their boards of directors.

By David A. Katz and Laura A. McIntosh

14 minute read

July 25, 2008 | Law.com

The surprising result in a recent Delaware case may cause directors to question whether their rights to indemnification and advancement of expenses are secure, particularly once they have retired from a board of directors. Attorneys David A. Katz and Laura A. McIntosh say companies should take this opportunity to ensure that their indemnification bylaws are appropriately drafted.

By David A. Katz and Laura A. McIntosh

12 minute read

May 24, 2007 | 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 although stockholder meetings for the most part have been quieter this year, the two corporate governance issues receiving the most attention during the 2007 proxy season were stockholder proxy access and stockholder voting on executive compensation.

By David A. Katz and Laura A. McIntosh

10 minute read

September 27, 2007 | 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 dark cloud of the international credit crunch caused by the United States' subprime mortgage defaults may yet have a small silver lining for public companies: the real possibility of a decline in hedge fund activism.

By David A. Katz and Laura A. McIntosh

10 minute read

May 25, 2006 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney at the firm, write that every decade needs a villain. In the 1980s, it was corporate raiders. In the 1990s, it was corrupt executives. And in the 2000s, it appears to be activist hedge funds. Hedge funds have become major players in both corporate governance activism and financial activism.

By David A. Katz and Laura A. McIntosh

18 minute read