Laura A Mcintosh

March 27, 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 in the current period of volatility, it is important for directors to remember that, even in the most uncertain of times, the fundamentals of directorship continue to apply: directors must responsibly oversee company affairs and the business judgment rule remains the standard for judicial review of their ordinary-course business decisions.

By David A. Katz and Laura A. McIntosh

14 minute read

January 26, 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, wrote that, despite its success, the poison pill continues to be attacked: because properly drafted rights plans ensure that a target's board of directors retains bargaining power in a potential change-of-control transaction, they are unpopular with many shareholder activists who believe that shareholders should have the authority to accept or reject a takeover offer.

By David A. Katz and Laura A. McIntosh

14 minute read

January 30, 2007 | Law.com

The beginning of the new year, before the proxy season gets underway, is an appropriate time for corporate boards to review policies on board composition and director qualifications. Although board composition issues are usually low-profile, they can become controversial, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write. For instance, making headlines recently is the issue of a mandatory retirement age for directors.

By David A. Katz and Laura A. McIntosh

9 minute read

January 30, 2007 | Corporate Counsel

The beginning of the new year, before the proxy season gets underway, is an appropriate time for corporate boards to review policies on board composition and director qualifications. Although board composition issues are usually low-profile, they can become controversial, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write. For instance, making headlines recently is the issue of a mandatory retirement age for directors.

By David A. Katz and Laura A. McIntosh

9 minute read

July 28, 2005 | 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, for better or worse, corporate governance matters are firmly entrenched on the agendas for public company boards of directors. Boards today are under enormous pressure to be thorough and state-of-the-art in adopting and implementing best practices.

By David A. Katz and Laura A. McIntosh

11 minute read

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