Roundtables Past
“The Musk Appeal: Predictions from the Academy”
March 27, 2024 12 pm-1:30 pm Eastern Time
This Roundtable delved into the recent Delaware Court of Chancery decision to rescind Elon Musk’s $56 billion compensation package. Featuring insights from esteemed legal scholars, the discussion examined the ruling’s implications and its potential outcomes on appeal. The panelists explored the broader impacts of this case on corporate governance and executive compensation, offering forecasts on how this pivotal legal development might shape future corporate practices. This session provided legal professionals, corporate executives, board members, and scholars with valuable perspectives at the intersection of law, corporate governance, and executive compensation.
The panelists included:
- Elizabeth Pollman, Professor of Law at University of Pennsylvania Law School
- Kobi Kastiel, Visiting Professor of Law at NYU, Professor of Law at Tel Aviv University (Professor Kastiel co-authored the law review article on “Superstar CEOs” that was central to the court’s decision)
- Steve Solomon, Alexander F. and May T. Morrison Professor of Law at UC Berkeley and former columnist of the “Deal Professor” for the New York Times
The panel was moderated by Evan Epstein, a Professor at UC San Francisco and the host of the Boardroom Governance Podcast.
Reading Materials:
“Superstar CEOs and Corporate Law”
ESG: Convergence and Divergence Between the U.S. and Europe
January 17, 2024 12 pm-1:30 pm Eastern Time
As the U.S. has moved forward in fits and starts with disclosure requirements for large corporations on certain ESG matters, including DEI and the impact of climate change, the EU has been moving forward far more assertively in implementing mandatory disclosures on many topics (some of which are subject to a double materiality test), as well as substantive actions covering a much broader range of key issues such as greenhouse gas emissions, energy, biodiversity, recycling, sustainability governance, the workforce and the corporation’s impact on society. For corporations conducting their operations in both the EU and the US — particularly for corporations domiciled in the U.S. — trying to navigate global regulations and frameworks can present significant reporting challenges and lead to potential inconsistencies in approach.
This session discussed best practices for corporations trying to efficiently and effectively position themselves to meet potentially conflicting regulatory and public demands, while establishing a global ESG compliance process that is fit for this purpose.
The panelists included:
- Georgia Magno, Chief Legal Officer at Baker Hughes (Houston, TX and Florence, Italy)
- Dr. Birgit Spiesshofer, M.C.J. (New York Univ.), Europe Chief Sustainability and Governance Counsel at Dentons (Berlin, Germany)
- Kristen Sullivan, Audit & Assurance partner with Deloitte & Touche LLP and leads Sustainability and ESG Services (Stamford, CT)
- Michael Coyle, Partner at Arthur Cox LLP (Dublin, Ireland)
The panel was moderated by Ade Heyliger, Partner at Weil, Gotshal & Manges, LLP (Washington, D.C.) and Mathieu Blanc, Partner at Kasser Schlosser (Lausanne, Switzerland).
FAQs About the EU Corporate Sustainability Reporting Directive_Deloitte (August 17, 2023)
Sustainability & ESG Quarterly Roundup_Weil_December 2023
Cross-Boarder Developments in M&A
December 14, 2023 12 pm-1:30 pm Eastern Time
Since the COVID-19 pandemic, there have been a number of developments in the context of cross-border M&A transactions. Many of these developments have resulted in transactions being significantly more complicated and taking longer to complete due to regulatory considerations and multiple new foreign investment regimes. While some of these issues have resulted from political considerations, increased antitrust scrutiny and an enhanced CFIUS regime in the United States, similar issues have arisen in a number of other jurisdictions. This, in turn, has impacted the drafting of cross-border acquisition agreements and other important M&A considerations.
The panelists included:
- Christiaan de Brauw, a Corporate Partner at Allen & Overy in Amsterdam
- Benjamin Kanovitch, a Corporate Partner at Bredin Prat in Paris
- Ethan Klingsberg, a Corporate Partner and Co-Head of US Corporate and M&A at Freshfields Bruckhaus Deringer in New York City
- Amanda Linett, an M&A Partner and Co-Head of the Mining Group at Stikeman Elliott in Toronto
The panel was moderated by David A. Katz, a Corporate Partner at Wachtell, Lipton, Rosen & Katz in New York City.
BP – The EU Foreign Subsidies Regulation is in Force
Cross-border developments in MA_ briefing (Q4 2023) 11 2023
Freshfields Blog on CFIUS Annual Report
Freshfields Blog on Outbound Investment
Freshfields Foreign Investment Monitor Issue 7
Developments on Delaware’s Entire Fairness Doctrine
November 9, 2023 12 pm-1:30 pm Eastern Time
During the last year there have been no fewer than three post-trial decisions issued by the Delaware Court of Chancery deciding cases under the entire fairness standard. One of those decisions generated a lengthy Supreme Court opinion; one a summary affirmance; and the third is not yet final for purposes of appeal. What are the implications of these decisions for entire fairness cases going forward? What are their implications for counselors working with controlled company boards or committees?
The panelists included:
- Bill Savitt, a partner and co-chair of the litigation department at Wachtell Lipton Rosen & Katz
- Joel Fleming, a partner at Block & Leviton in Boston who primarily represents investors and pension funds in governance litigation
- Da Lin, Professor at the University of Richmond who has published empirical work on controllers’ behavior relating to transactions
The panel was moderated by Greg Varallo, head of the Delaware office of Bernstein Litowitz Berger & Grossmann, a plaintiff’s side firm based in New York.
2023-09-05 Amicus Brief of Academics in Support of Appellants (ours)
2023-09-07 Corrected Amicus Brief of Professor Charles Elson (B&L)
2023-09-07 Corrected Amicus Brief of Alpha Venture Cap Mgmt (Labaton)