IBM's recent threat to replace Lotus' board demonstrates the vulnerability of clients to voting contests when they are defending against pending takeovers
Article Abstract:
Companies can use several methods to avoid the hostile takeover threat that IBM recently posed to Lotus Development. Most involve careful attention to the corporate charter; opting out of Sec 228(a) of the Delaware General Corporation Law, which permits a consent solicitation without a stockholder meeting, may be the most important of these. Others include staggering board terms and reserving to board members the right to call a stockholder meeting. Any such plan should give board members time to make deliberate judgments.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1995
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Corporate counsel can handle criminal probes; in-house and outside counsel can work together to navigate pending criminal investigations
Article Abstract:
Corporate counsel should be an important part of any criminal investigation that involves the corporation, though outside counsel familiar with criminal law is often welcome. Counsel should first try to create a dialogue with the prosecutors, primarily to find out whether the company or any employees or officers are targets, rather than subjects, of the investigation, and elicit related information. Corporate counsel must decide whether it is possible to ethically represent both individuals and the corporation.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1995
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Evolution of governance: key events; legislation enabling pension funds to invest and contests over corporate control have led to active shareholder influences
Article Abstract:
Some of the issues marking the history of corporate governance are discussed. Laws permitting trusts to invest in equities were the first event to lead to an activist corporate governance movement, and the addition of outside directors to corporate boards as well as the corporate anti-takeover provisions also played a role.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 2000
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