The role of the corporate attorney within the takeover context: loyalties to whom?

Article Abstract:

The Model Rules of Professional Conduct should be revised to provide corporate attorneys involved in the takeover process with additional guidance, particularly when constituent interests come in conflict. A discretionary rule should be added that would allow an attorney to suggest that independent counsel be sought when takeover defenses may violate fiduciary obligations. A mandatory rule should be added that requires the attorney to inform the corporate board when a course of conduct may threaten the auction process.

Analysis, Laws, regulations and rules, Ethical aspects, Legal ethics, Conflict of interests (Attorneys), Conflicts of interest (Lawyers), states

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SEC enforcement actions against securities lawyers: new remedies vs. old policies

Article Abstract:

Creating an independent and self-regulating national securities bar may be the best alternative to the dispute-fraught system of SEC regulation and discipline of securities lawyers. Self-regulation would have to include adherence to the SEC's public purposes of enforcing the securities laws and detering clients' misconduct. The alternative is an increasing reliance by the SEC on administrative proceedings and remedies.

Regulation, Licensing, and Inspection of Miscellaneous Commercial Sectors, Financial Regulation & Reporting, Attorneys, Discipline, Practice, Powers and duties, Confidential communications, Securities law, United States. Securities and Exchange Commission, Attorney-client privilege, Financial disclosure

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A new takeover defense mechanism: using an equal treatment agreement as an alternative to the poison pill

Article Abstract:

The era in which poison pills were an effective corporate takeover defense strategy passed and eEqual treatment agreements proved more effective in the late 1990s. Such agreements restore decision-making responsibility to shareholders, and provide obstacles to corporate takeover and value to the economy. They are especially important in economies marked by many corporate acquisitions.

Methods, Management, Corporate anti-takeover measures, Antitakeover strategies

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