Laura A Mcintosh

September 26, 2008 | Law.com

Short-selling by hedge funds and other market participants has come under intense scrutiny in the current market environment. The Securities and Exchange Commission recently has announced a variety of initiatives and actions to counter abusive or disruptive short-selling practices. It has become clear that, while regulators have started to focus on the right issues, more change is required, say attorneys David A. Katz and Laura A. McIntosh.

By David A. Katz and Laura A. McIntosh

15 minute read

November 29, 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 that with revenues, intellectual property, business relationships and customer confidence potentially at stake, directors should consider whether their companies and management teams are adequately addressing the growing threat of cybersecurity in the new high-tech landscape.

By David A. Katz and Laura A. McIntosh

15 minute read

May 24, 2012 | New York Law Journal

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: With the recent publicity surrounding the resignation earlier this month of Yahoo! chief executive Scott Thompson, CEO selection issues have come once again to the fore. Directors facing these challenges should keep in mind that the attitude and smooth functioning of the board are crucial to a sound process and good result, and that the fates of the board and its chosen CEO often are inextricably entwined.

By David A. Katz and Laura A. McIntosh

20 minute read

September 27, 2012 | New York Law Journal

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: The meaningful participation of women at all levels of the corporate hierarchy is an important goal. From a practical perspective, however, we believe that aspects of the European experience demonstrate the downsides of using a quota system to obligate this result.

By David A. Katz and Laura A. McIntosh

18 minute read

March 22, 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 that recent maneuvers by activist investors both in the U.S. and abroad have demonstrated the extent to which current reporting gaps may be exploited, to the detriment of issuers, other investors, and the market as a whole.

By David A. Katz and Laura A. McIntosh

15 minute read

September 26, 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: Shareholder activism has gone from fringe to mainstream. While individual gadflies and labor union pension funds are still the most prolific sponsors of shareholder proposals, some elements of their agendas have begun to find support among traditional investors.

By David A. Katz and Laura A. McIntosh

20 minute read

July 26, 2012 | New York Law Journal

In their Corporate Governance column, Wachtell, Lipton, Rosen & Katz's David A. Katz and Laura A. McIntosh write: Say on pay was a topic of paramount concern to issuers this year and was the basis for a great deal of work both before and during the proxy season. Looking back on the past few months, two primary themes emerge: First, the importance of understanding and responding to the methodology of ISS Proxy Advisory Services, as its recommendations continue to be highly significant; and second, the importance of direct, frequent communication with shareholders and investment decision makers.

By David A. Katz and Laura A. McIntosh

13 minute read

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