Shareholder Primacy

The hosts humorously discuss the contrasting climates of New Orleans and Colorado before diving into the intense dynamics between activists and companies. They examine clever strategies both sides employ, showcasing legal implications and challenges. The dialogue reveals insights on closed-end funds, activist investors' tactics, and corporate governance struggles. With a focus on WEX, the episode highlights the tension between shareholder dissatisfaction and corporate management, illustrating how effective communication can drive meaningful change.

Mike talks with Brian Highsmith at Harvard Law School about company towns and the connection to corporate governance.

This discussion dives into Texas's evolving corporate governance landscape, challenging Delaware's dominance. Recent legislative changes may reshape shareholder rights and corporate operations. The hosts explore the implications of new laws affecting shareholder proposals, raising engagement hurdles. They also critique the complex regulations surrounding proxy advisors and the attention on ESG factors. The episode highlights Texas's attempts to navigate intricate governance issues, including conflicts with federal laws and the effects on out-of-state corporations.

This discussion dives deep into the tangled world of earnout disputes in mergers, including a landmark Delaware case that highlights key legal complexities. It explores how changing interest rates have increased the significance of earnouts, along with their potential pitfalls and litigation risks. A particularly gripping analysis of Johnson & Johnson's challenges with a healthcare acquisition underscores the critical nature of precise contractual language. The episode also humorously examines the evolving role of proxy advisors and their impact on corporate governance.

Ann and Mike talk about Elon Musk’s projections about TSLA’s business and PSLRA safe harbor for litigating them

Ann and Mike talk about a securities fraud lawsuit against Target on ESG, and about the definition of proxy solicitation

Mike talks with Matt Moscardi of Free Float Analytics about the current proxy season, including what we’ve seen so far along with some interesting activist situations that have developed

Mike talks with Nell Minow of Value Edge Advisors about her long and illustrious work in corporate governance and activism, and her views on current questions and controversies

Ann and Mike talk about a securities lawsuit against Musk concerning his acquisition of Twitter, and the Certificate of Bad Corp Gov.

Delaware's recent statute amendments are shaking up the landscape for companies and shareholders alike. The hosts delve into how these changes impact corporate governance, particularly for independent directors and conflicts of interest. They discuss the implications for shareholder litigation and the uneasy balance of power between controlling shareholders and minority rights. Humorously, they reflect on the legislative pressures from corporate giants, revealing how big business shapes laws amidst evolving governance challenges.