Laura A Mcintosh

October 29, 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: Although 2009 was more notable for legislative and regulatory corporate governance initiatives than for shareholder activism, the recently concluded proxy season produced several potentially significant results. As might be expected, executive compensation issues attracted a large number of shareholder proposals and a significant degree of shareholder support. In the general category of corporate governance, a few topics appeared to be increasingly popular with shareholders: the right to call special meetings, the majority election of directors and independent board chairmanship.

By David A. Katz and Laura A. McIntosh

18 minute read

October 02, 2007 | Law.com

The dark cloud of the international credit crunch caused by the United States' subprime mortgage defaults may yet have a small silver lining for public companies: the real possibility of a decline in hedge fund activism.

By David A. Katz and Laura A. McIntosh

8 minute read

January 27, 2006 | Corporate Counsel

With the spotlight of public attention now shining bright on corporate governance, companies must take the opportunity to review their takeover preparedness and consider the extent to which shareholder rights plans or "poison pills" can be a valuable part of the overall picture. Attorneys David A. Katz and Laura A. McIntosh caution against companies' limiting their flexibility in the takeover context simply to increase their corporate governance ratings.

By David A. Katz and Laura A. McIntosh

14 minute read

March 26, 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 that ecently, a number of corporate governance reforms have been proposed or undertaken recently at the stock exchanges, as well as at the state and federal level, that may, when taken together, have profound consequences for director elections and the power of institutional investors and activist shareholders. One such reform, they note, is the NYSE proposed rule, recently resubmitted to the SEC, that would prohibit discretionary voting by brokers in uncontested director elections.

By David A. Katz and Laura A. McIntosh

15 minute read

July 26, 2007 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that the practice of U.S. public companies issuing quarterly earnings-per-share guidance is coming under increased scrutiny. Opponents have argued that the pressure to meet or exceed the quarterly forecasts results in "short-termism" to the detriment of long-term, value-creating business strategies. For many companies, the time has come to consider guidance in a more holistic sense.

By David A. Katz and Laura A. McIntosh

13 minute read

August 03, 2007 | Law.com

For over a decade, analysts and investors have eagerly anticipated companies' quarterly earnings-per-share guidance -- and the ensuing stock price fluctuations. Opponents argue that the practice results in "short-termism" to the detriment of long-term business strategies. Companies -- whose executives, in general, would be delighted to avoid the time-consuming and stressful process of preparing forecasts four times per year -- appear to be trending toward a more nuanced, individualized disclosure model.

By David A. Katz and Laura A. McIntosh

14 minute read

March 27, 2009 | Corporate Counsel

A New York Stock Exchange's proposed rule, recently resubmitted to the Securities and Exchange Commission, would prohibit discretionary voting by brokers in uncontested director elections. In the context of a rapidly shifting corporate governance environment, the proposed rule change could significantly increase the power of institutional shareholders generally, and activist shareholders specifically, in influencing director elections and corporate affairs, say attorneys David A. Katz and Laura A. McIntosh.

By David A. Katz and Laura A. McIntosh

15 minute read

January 28, 2010 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, review In re the Dow Chemical Company Derivative Litigation, where the Delaware Chancery Court recently issued a resounding affirmation of the business judgment rule, rejecting the plaintiffs' theory that a decision affecting the future of the company as a going concern - a "bet-the-company" transaction - should be subject to heightened inquiry.

By David A. Katz and Laura A. McIntosh

11 minute read

May 23, 2008 | Law.com

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. In light of these cases, say attorneys David A. Katz and Laura A. McIntosh, companies should review their own advance notice bylaws to ensure that they are up-to-date and written clearly to convey the intended meaning.

By David A. Katz and Laura A. McIntosh

16 minute read

January 27, 2006 | Law.com

With the spotlight of public attention now shining bright on corporate governance, companies must take the opportunity to review their takeover preparedness and consider the extent to which shareholder rights plans or "poison pills" can be a valuable part of the overall picture. Attorneys David A. Katz and Laura A. McIntosh caution against companies' limiting their flexibility in the takeover context simply to increase their corporate governance ratings.

By David A. Katz and Laura A. McIntosh

14 minute read