David A Katz

July 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 due to a recent Chancery Court decision, it is now quite clear that in Delaware, unless otherwise provided in the bylaws or agreed by contract, a director's right to advancement of expenses does not vest until the company's obligation is triggered. This may leave former directors, in particular, vulnerable to bylaw amendments affecting their right to advancement of expenses. Companies should take this opportunity to ensure that their indemnification bylaws are appropriately drafted.

By David A. Katz and Laura A. McIntosh

11 minute read

August 30, 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 in an unusual approach to a controversial issue, the Securities and Exchange Commission recently issued two conflicting alternative proposals on shareholder access to company proxy statements for director nominations.

By David A. Katz and Laura A. McIntosh

14 minute read

December 30, 2010 | New York Law Journal

Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh review some of the legislative and regulatory events and key trends of 2010 that are expected to have an impact over the next year, including Dodd-Frank's effect on say-on-pay, the revised proxy policies of Institutional Shareholder Services, and more.

By David A. Katz and Laura A. McIntosh

11 minute read

May 28, 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: In today's challenging environment of market fluctuations and shaky investor confidence, issuing earnings guidance can amount to playing a dangerous game. It may be more sensible, from the perspectives of both short-term stock price stability and long-term enterprise value, for companies to focus on communicating with investors and analysts by providing more detailed information regarding performance, strategy, sustainability, risks, key developments, and other long-term variables and value drivers.

By David A. Katz and Laura A. McIntosh

17 minute read

May 22, 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 advance notice bylaw, a corporate housekeeping tool with potentially powerful effects, has come under the spotlight in several recent Delaware cases. These cases provide sobering reminders of the importance of the advance notice bylaw itself as well as the need for careful drafting.

By David A. Katz and Laura A. McIntosh

15 minute read

March 24, 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 majority election of directors is one of the most significant issues of the 2005 proxy season. The idea gained momentum after the SEC apparently decided to postpone indefinitely any action on its proposed proxy access rule.

By David A. Katz and Laura A. McIntosh

16 minute read

June 03, 2005 | Law.com

Recent SEC settlements with General Electric and Tyson Foods and the recent Delaware lawsuit involving Abercrombie & Fitch have drawn public attention to the details of executive compensation and the quality and significance of company disclosure. Attorneys David A. Katz and Laura A. McIntosh highlight some of the lessons to be learned from recent examples and offer suggestions to directors for best practices going forward.

By David A. Katz and Laura A. McIntosh

15 minute read

July 28, 2011 | New York Law Journal

David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz discuss the latest attempt by shareholder activists to extend corporate governance requirements to cover political spending by corporations, writing: In our view, the Shareholder Protection Act, designed as a legislative end-run around the Supreme Court's Citizens United decision, would preempt state law and negatively affect corporations, corporate governance, and ultimately shareholders as well.

By David A. Katz and Laura A. McIntosh

9 minute read

June 01, 2009 | Corporate Counsel

Over the past few years, an increasing number of U.S. public companies have discontinued or modified the practice of issuing quarterly earnings-per-share guidance and, in the current financial crisis, this trend has accelerated. Attorneys David A. Katz and Laura A. McIntosh examine the implications of the movement away from quarterly EPS guidance in favor of annual forecasts or individualized programs of disclosure.

By David A. Katz and Laura A. McIntosh

17 minute read

January 27, 2011 | New York Law Journal

In their Corporate Governance Update, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that as proxy season approaches with mandatory non-binding say-on-pay votes on the ballot and continued focus by corporate governance activists on executive compensation, communication issues with investors, especially large stockholders, are taking on increased importance.

By David A. Katz and Laura A. McIntosh

11 minute read