David A Katz

January 23, 2014 | 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: The current cultural emphasis on transparency and disclosure has contributed to an atmosphere in which sensitive corporate information is increasingly difficult to protect. There is limited statutory or case law to guide boards and directors in this area, and there exists a range of opinions among market participants and media commentators as to whether leaking information is problematic at all.

By David A. Katz and Laura A. McIntosh

19 minute read

October 31, 2013 | 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: With new legislative and non-governmental initiatives around the world resulting in growing numbers of women directors and greater shareholder focus on board diversity, this issue is likely to become increasingly significant in 2014 and beyond, both in the United States and abroad.

By David A. Katz and Laura A. McIntosh

24 minute read

May 23, 2013 | 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 two recent Delaware rulings provide an opportunity for directors to consider how they might react if they discovered corporate malfeasance and how they might handle fundamental, irresolvable concerns or disagreements that may arise while serving as a director.

By David A. Katz and Laura A. McIntosh

38 minute read

March 28, 2013 | 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 the widespread use of social media in today's global marketplace presents opportunities and challenges for all financial market participants, including boards of directors, investors and regulators.

By David A. Katz and Laura A. McIntosh

34 minute read

May 23, 2001 | Law.com

It is commonplace that issuers, broker-dealers and investment advisers must adopt written policies and procedures designed to prevent the misuse of material, nonpublic information. But recently the Securities and Exchange Commission issued a broadly-worded reminder of the critical need to tailor such procedures closely to a company's business realities.

By John F. Savarese and David A. Katz

3 minute read

October 31, 2001 | Law.com

Companies that have labored to build effective internal compliance programs, take heart. In an Oct. 23 release, the Securities and Exchange Commission reported that it had decided not to take any enforcement action against a parent company for violations at its subsidiary, expressly because of the parent's exemplary efforts in detecting the wrongdoing and cooperating with the agency.

By John F. Savarese and David A. Katz

2 minute read

December 29, 2011 | New York Law Journal

In their Corporate Governance column, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write: While maintaining its formal policy of issuing "case-by-case" evaluations in many areas, Institutional Shareholder Services has issued numerous revisions of prior policies as well as new policies on certain types of shareholder proposals that had not been previously addressed. The key areas of interest for companies preparing for 2012 are likely to be proxy access, say-on-pay, pay-for-performance and risk oversight.

By David A. Katz and Laura A. McIntosh

9 minute read

January 26, 2012 | 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 thet the shareholder activist agenda for this spring contains several issues related to board composition and governance, while the primary agenda items likely will be, as it was last year, proxy access.

By David A. Katz and Laura A. McIntosh

14 minute read

July 25, 2013 | 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 exclusive forum provisions in corporate charters and bylaws address the problem of duplicative shareholder litigation, which has been on the rise in recent years. In light of a recent decision, boards of Delaware companies should consider adopting such provisions without waiting for the outcome of any appeal to the Delaware Supreme Court.

By David A. Katz and Laura A. McIntosh

14 minute read

December 05, 2001 | Law.com

In an action that may portend closer scrutiny of routine earnings announcements, the SEC issued "cautionary advice" on the practice of using non-GAAP pro forma financial information in earnings releases. While the warning shouldn't require existing practices at most registrants to change, it underscores the SEC's view that the generally accepted accounting principles remain the touchstone for fair and accurate financial reporting.

By David A. Katz and Lawrence S. Makow

4 minute read