Laura A Mcintosh

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 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

July 27, 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 the convergence of three strands of reform appears poised to change the mechanics � and perhaps eventually the results � of shareholder voting in director elections.

By David A. Katz and Laura A. McIntosh

14 minute read

May 26, 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 executive compensation and related public disclosure are among the most high-profile topics in corporate governance today.

By David A. Katz and Laura A. McIntosh

15 minute read

March 23, 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 with all corporate governance matters, the key to a responsible director compensation policy is to undertake a thoughtful process, ensure appropriate disclosure and recognize that generic guidelines are only a starting point for establishing policies that are in the best interests of the corporation.

By David A. Katz and Laura A. McIntosh

13 minute read

January 25, 2007 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and attorney Laura A. McIntosh write that the beginning of the new year, before the proxy season gets underway, is an appropriate time for corporate boards of directors to review their policies on board composition and director qualifications. Although these matters generally are not high-profile issues, they can become controversial in the right (or wrong) circumstances.

By David A. Katz and Laura A. McIntosh

9 minute read