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Distinguished experts discuss how recent changes in corporate governance, including Sarbanes-Oxley and business scandals such as Enron and Worldcom, are affecting mergers and acquisitions and related transactions. Topics covered include an overview of how the Delaware courts view corporate governance issues, the special committee requirement, the concept of director independence and of the lead director, board independence, and advice for operating in the post-Enron environment. The panel is chaired by a former SEC commissioner and current member of several corporate boards, and includes a former Chief Justice of the Delaware Supreme Court, two professors who have written extensively on corporate governance issues, and three deal lawyers who tackle these issues every day in advising their clients on M&A transactions.

Corporate Governance Best Practices in Mergers & Acquisitions
    I. Introductions
    II. Delaware Courts Overview
        A. History
        B. Doctrine
        C. Corporate Governance
        D. Justice Veasey’s Advice to Boards
        E. Board Duties
        F. Definition of Independence
    III. Special Committee Requirement
        A. Controlling Stockholder
        B. Merger of Equals
    IV. Director Independence
        A. Disinterested vs. Independent
        B. Director Self-Interest
        C. Importance of Outside Counsel
    V. Lead Director
        A. Role in Buyout or Takeover
        B. Conflict With Majority Stockholder
        C. Goals of Directors
        D. Importance of Trust
    VI. Predictions
        A. Access to Proxy Statements
        B. Role of Institutional Shareholders
    VII. Post-Enron Advice to Boards
        A. Cohen: Post-Enron Advice to Boards
        B. Levin: Post-Enron Advice to Boards
        C. Alexander: Post-Enron Advice to Boards
        D. Veasey: Post-Enron Advice to Boards
    VIII. Board Independence
        A. Shareholder Power
        B. Avoiding Corporate Governance by the ISS
        C. Extent of SEC Oversight of Boards
    AfterWords^SM