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May 10, 2006
Faculty
Electing Directors;
Majority Voting
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 Questions
for discussion:
- What
should be the right Delaware law default rule on voting for directors?
- What
is the right role and method for private ordering in electing directors?
- What
is the appropriate role of the SEC and the states in director voting?
- Comparing
the proposed amendments to the Model Act with Delaware law
- What,
if anything, should Delaware do with its plurality voting statute?
- What
should individual Delaware corporations do?
Related
Topic Pages:
Alyssa Machold
Ellsworth, Stanley Keller, Robert Todd Lang,
David C McBride, A Gilchrist
Sparks III |
Structuring and Protecting Mergers and
Acquisitions
SEC_CODE_REF_0090001192884
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Structuring
transactions after
Omnicare, General Cigar
and TCI:
- Price protections
- Deal protections
Toys-R-Us
and:
- Stapled financing
- Deal protection at the end
of an auction
Structuring
going-private transactions
after Cox Communications
Effect
of appraisal rights on transactions
Impact
of hedge funds
Related
Topic Pages:
James C. Morphy, Eileen T. Nugent, Faiza J. Saeed,
Chief Justice Myron T. Steele, Donald J. Wolfe, Jr.
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Director Liability, Preventive
Measures, Role of Counsel
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Issues
for discussion:
- Comparison
of Delaware and federal liability
- Caremark
issues and corporate compliance under Delaware and federal law
- The
distinct and complementary roles of management and non-management directors
- The
paradox of attracting and retaining executive talent and concerns under Delaware
law about excessive executive compensation
- Best
Delaware practices in handling board minutes, internal controls, reliance on
experts, etc.
- The
increasingly frequent demands for documents under Delaware's Section 220
- Ethical
issues facing the in-house and outside lawyers for the Delaware corporation in
guiding directors and handling of confidential client information
- Comparing
Delaware and SEC ethics rules
- Best
practices in handling information flow, conflicts, executive sessions and other
processes of Delaware boards
- The
2005 Blue Ribbon Commission Report of the National Association of Corporate
Directors
- The
implications of the Disney decision and other recent Delaware decisions
- Liability
implications in Delaware of conscious refusal to implement good corporate
practices
- Indemnification,
advancement, D&O insurance and personal liability of directors under Delaware
law
Related
Topic Pages:
Prof Charles M Elson, Anthony S Galban, Stuart M
Grant,
Prof Geoffrey C Hazard, Jr, Stacey J Mobley, John F Olson,
Leigh Walton,
Gregory P Williams
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