Shareholder Primacy

Mike talks with attorney Kyle Pinder about his research about shareholder proposals under Delaware law.

In a thrilling battle for MetSera, Pfizer and Novo Nordisk engage in a fierce competition driven by the value of GLP-1 drugs. The discussion delves into intricate deal structures, including cash-plus-contingent-value-right offers typical in pharma M&A. Antitrust risks loom large, with regulatory implications complicating Novo's bid strategy. The hosts dissect the legal maneuvers, and lawsuits, and unravel how litigation pressure forced Pfizer to elevate its offers. Ultimately, they ponder who emerged victorious and what lies ahead for MetSera and its shareholders.

Ann and Mike talk about the relationship of federal and state corporate law.

Ann and Mike talk about universal proxy after three years

Ann and Mike talk about SEC Chair Atkins’ speech before the Weinberg Center about shareholder proposals and their relation to Delaware law

In this discussion, hosts delve into the complexities of majority vote standard proposals and bylaw amendments. They explore Duke Energy's struggle with high charter amendment thresholds, highlighting the history of repeated shareholder initiatives. The hosts clarify the difference between precatory and binding proposals and analyze the motivations behind boards stalling shareholder-driven changes. They offer insights into the legal landscape surrounding bylaw amendments and suggest strategies for strengthening shareholder influence. A captivating exploration of corporate governance dynamics!

Ann and Mike talk about M&A litigation in a recent important case and whether corporations are people

Ann and Mike dive into the SEC's new stance on mandatory arbitration for federal securities claims. They explore how corporate charters can impose arbitration on shareholders and discuss Delaware's role in forum selection for disputes. The duo analyzes the implications of SEC changes on IPOs and the unique relevance of Section 11 claims. Key debates include whether companies will adopt mandatory arbitration and the potential backfire effects. They highlight the consequences for shareholder enforcement and legal precedents, emphasizing the importance of litigation visibility.

Ann and Mike talk about whether companies will still need to report quarterly financials and a new ExxonMobil proxy voting plan for retail shareholders

Ann and Mike talk about Tesla (again) including the Delaware Supreme Court case challenging director compensation, and the new proposed pay package for Elon Musk.