Directors under the spotlight: corporate governance update

Article Abstract:

Changes in laws regarding corporate governance that have promoted director independence and increased disclosure have created an environment that promotes director involvement in assessing management performance. The law alone can only create an environment conducive to director involvement, unless the courts decide to adopt higher standards for director conduct. Improved disclosure of information does provide institutional investors with the opportunity to encourage action on the part of outside directors.

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Three's a crowd - observations on the mating dance among announced merger partners and an unsolicited second bidder

Article Abstract:

Merger agreements can be complicated significantly by unsolicited bids made by a third corporation after a merger agreement as been announced. The directors at the target corporation have an obligation to consider additional bids pursuant to their fiduciary obligations. If the later bid is considered to be in the best interest of the target corporation, the target corporation may void the initial merger agreement. The success of several second bidders is reviewed.

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Stock mergers in a volatile market

Article Abstract:

Care should be taken when choosing a pricing strategy in a stock merger. Fixed exchange ratio pricing was used the most in early 1998, but other variations should be considered. The fixed value with floating exchange ratio, floating exchange ratio with a price collar, and fixed exchange ratio with a price collar are some of the options which should be considered.

United States, Management, Stock-exchange, Stock exchanges

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