Laura A Mcintosh

January 23, 2014 | 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: The current cultural emphasis on transparency and disclosure has contributed to an atmosphere in which sensitive corporate information is increasingly difficult to protect. There is limited statutory or case law to guide boards and directors in this area, and there exists a range of opinions among market participants and media commentators as to whether leaking information is problematic at all.

By David A. Katz and Laura A. McIntosh

19 minute read

October 31, 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: With new legislative and non-governmental initiatives around the world resulting in growing numbers of women directors and greater shareholder focus on board diversity, this issue is likely to become increasingly significant in 2014 and beyond, both in the United States and abroad.

By David A. Katz and Laura A. McIntosh

24 minute read

May 23, 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 that two recent Delaware rulings provide an opportunity for directors to consider how they might react if they discovered corporate malfeasance and how they might handle fundamental, irresolvable concerns or disagreements that may arise while serving as a director.

By David A. Katz and Laura A. McIntosh

38 minute read

March 28, 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 that the widespread use of social media in today's global marketplace presents opportunities and challenges for all financial market participants, including boards of directors, investors and regulators.

By David A. Katz and Laura A. McIntosh

34 minute read

December 29, 2011 | New York Law Journal

In their Corporate Governance column, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write: While maintaining its formal policy of issuing "case-by-case" evaluations in many areas, Institutional Shareholder Services has issued numerous revisions of prior policies as well as new policies on certain types of shareholder proposals that had not been previously addressed. The key areas of interest for companies preparing for 2012 are likely to be proxy access, say-on-pay, pay-for-performance and risk oversight.

By David A. Katz and Laura A. McIntosh

9 minute read

January 26, 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 thet the shareholder activist agenda for this spring contains several issues related to board composition and governance, while the primary agenda items likely will be, as it was last year, proxy access.

By David A. Katz and Laura A. McIntosh

14 minute read

July 25, 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 that exclusive forum provisions in corporate charters and bylaws address the problem of duplicative shareholder litigation, which has been on the rise in recent years. In light of a recent decision, boards of Delaware companies should consider adopting such provisions without waiting for the outcome of any appeal to the Delaware Supreme Court.

By David A. Katz and Laura A. McIntosh

14 minute read

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