David A Katz

July 26, 2013 | Commercial Litigation Insider

Exclusive forum provisions in corporate charters and bylaws are a recent innovation intended to address the problem of duplicative shareholder litigation, which has increased substantially in recent years. In light of this decision, boards of Delaware companies should consider adopting exclusive forum bylaws without waiting for the outcome of any appeal to the Delaware Supreme Court.

By David A. Katz and Laura A. McIntosh

14 minute read

August 07, 2013 | Delaware Business Court Insider

Late last month, in an important decision, the Delaware Court of Chancery held that boards of directors of Delaware corporations may validly adopt exclusive forum bylaws, also known as forum selection bylaws, under Delaware law. Exclusive forum provisions in corporate charters and bylaws are a recent innovation intended to address the problem of duplicative shareholder litigation, which has increased substantially in recent years. In light of this decision, boards of Delaware companies should consider adopting exclusive forum bylaws without waiting for the outcome of any appeal to the Delaware Supreme Court.

By David A. Katz and Laura A. McIntosh

12 minute read

January 24, 2013 | New York Law Journal

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write that the say-on-pay advisory vote requirements of Dodd-Frank have turned out to be a fertile source of nuisance litigation. The first wave of lawsuits, mostly dismissed on procedural grounds, targeted companies that experienced failed say-on-pay advisory votes. The current wave is potentially more problematic for targeted companies, even though the claims involved appear to have even less basis in law or fact.

By David A. Katz and Laura A. McIntosh

17 minute read

September 26, 2008 | Law.com

Short-selling by hedge funds and other market participants has come under intense scrutiny in the current market environment. The Securities and Exchange Commission recently has announced a variety of initiatives and actions to counter abusive or disruptive short-selling practices. It has become clear that, while regulators have started to focus on the right issues, more change is required, say attorneys David A. Katz and Laura A. McIntosh.

By David A. Katz and Laura A. McIntosh

15 minute read

November 29, 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 that with revenues, intellectual property, business relationships and customer confidence potentially at stake, directors should consider whether their companies and management teams are adequately addressing the growing threat of cybersecurity in the new high-tech landscape.

By David A. Katz and Laura A. McIntosh

15 minute read

May 24, 2012 | New York Law Journal

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: With the recent publicity surrounding the resignation earlier this month of Yahoo! chief executive Scott Thompson, CEO selection issues have come once again to the fore. Directors facing these challenges should keep in mind that the attitude and smooth functioning of the board are crucial to a sound process and good result, and that the fates of the board and its chosen CEO often are inextricably entwined.

By David A. Katz and Laura A. McIntosh

20 minute read

September 27, 2012 | New York Law Journal

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: The meaningful participation of women at all levels of the corporate hierarchy is an important goal. From a practical perspective, however, we believe that aspects of the European experience demonstrate the downsides of using a quota system to obligate this result.

By David A. Katz and Laura A. McIntosh

18 minute read

March 22, 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 that recent maneuvers by activist investors both in the U.S. and abroad have demonstrated the extent to which current reporting gaps may be exploited, to the detriment of issuers, other investors, and the market as a whole.

By David A. Katz and Laura A. McIntosh

15 minute read

September 26, 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: Shareholder activism has gone from fringe to mainstream. While individual gadflies and labor union pension funds are still the most prolific sponsors of shareholder proposals, some elements of their agendas have begun to find support among traditional investors.

By David A. Katz and Laura A. McIntosh

20 minute read

July 26, 2012 | New York Law Journal

In their Corporate Governance column, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write: Say on pay was a topic of paramount concern to issuers this year and was the basis for a great deal of work both before and during the proxy season. Looking back on the past few months, two primary themes emerge: First, the importance of understanding and responding to the methodology of ISS Proxy Advisory Services, as its recommendations continue to be highly significant; and second, the importance of direct, frequent communication with shareholders and investment decision makers.

By David A. Katz and Laura A. McIntosh

13 minute read