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Mar 24, 2014

Corporate Governance Newsletter

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The More Things Change? Delaware Supreme Court Applies Business Judgment Standard of Review in Going-Private Transaction

By Jaculin Aaron

On March 14, 2014, the Delaware Supreme Court issued its decision in the widely followed case Kahn v. M&F Worldwide Corp. (“M&F Worldwide”), providing a blueprint for a controlling stockholder of a Delaware corporation to do a going-private transaction without subjecting the deal to “entire fairness” review by the courts, but instead the less exacting “business judgment” standard.

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Measures to Increase Gender Diversity on Corporate Boards Gain Traction
New York Law Journal
By Doreen E. Lilienfeld

Shearman & Sterling partner Doreen Lilienfeld (New York-Executive Compensation & Employee Benefits) observes that “despite evidence showing that greater gender diversity on boards may be beneficial to corporations, women continue to hold a low number of board seats.”

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Activists at the Gate: The Continuing Evolution of Shareholder Activism in the U.S.
Corporate Board Member
By Clare O’Brien, Rory O’Halloran and J. Michael Dockery

Over the last several years, in light of the significantly higher activity levels of activist investors, U.S. public companies have begun to spend more time both preparing for possible advances from activist investors and communicating with their shareholder bases.

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Cannon Co-Moderates Corporate Counsel 100 Panel Discussion

Partner John J. Cannon III, head of the firm’s Executive Compensation & Employee Benefits practice and Chair of the firm’s Corporate Governance Advisory Group, co-moderated the Corporate Counsel 100 panel discussion on January 30, 2014 at Bouley in New York. Lauren Hughes, editor of Legal 500 US, was also a co-moderator.

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Authors and Contributors

Doreen E. Lilienfeld

Partner

Compensation, Governance & ERISA

+1 212 848 7171

+1 212 848 7171

New York

Clare O'Brien

Partner

Mergers & Acquisitions

+1 212 848 8966

+1 212 848 8966

New York

Rory O'Halloran

Partner

Mergers & Acquisitions

+1 212 848 4550

+1 212 848 4550

New York

John J. Cannon III

Partner

Compensation, Governance & ERISA

+1 212 848 8159

+1 212 848 8159

New York