United States

Executive Summary/Highlights: A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; … Continued

Highlights: Global M&A volume in 2016 continued to be robust, reaching $3.7 trillion, approximately 40% of which involved cross-border deals, as compared to one-third in 2015.  Five out of the ten largest deals of the year were cross-border transactions.  The pace of deals grew during the second half of the year, especially in the U.S., … Continued

Executive Summary/Highlights: The new Dutch Corporate Governance Code, issued December 8, 2016, provides an interesting analog to The New Paradigm, A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, issued September 2, 2016, by the International Business Council of the World Economic Forum. The new … Continued

Executive Summary/Highlights: The evolution of corporate governance over the last three decades has produced meaningful changes in the expectations of shareholders and the business policies adopted to meet those expectations. Decision-making power has shifted away from industrialists, entrepreneurs and builders of businesses, toward greater empowerment of institutional investors, hedge funds and other financial managers. As … Continued

Main Article: Recently, there have been three important studies by prominent economists and law professors, each of which points out serious flaws in the so-called empirical evidence being put forth to justify short-termism, attacks by activist hedge funds and shareholder-centric corporate governance.  These new studies show that the so-called empirical evidence omit important control variables, … Continued

Highlights: M&A was robust in 2014, hitting several noteworthy post-crisis high-water marks: total global volume reached US$3.5 trillion, cross-border volume reached US$1.3 trillion (37% of the total) and cross-border M&A involving U.S. companies reached US$770 billion (45% of which was incoming). We expect current trends to continue in 2015, driven, in several key regions, by … Continued

Main Article: The U.S. Chamber Institute for Legal Reform recently published an essay, as part of a report on the litigation of foreign disputes in the U.S. federal courts, detailing the extraordinary impact that the Supreme Court’s landmark decision in Morrison v. National Australia Bank has had on transnational securities litigation. After describing how Morrison … Continued

Highlights:  Valeant Pharmaceuticals and Pershing Square employed a troubling new tactic in their hostile bid for Allergan. The partnership between an activist hedge fund and a strategic acquirer enables a hostile bidder to establish a large beachhead stake more secretly, quickly and cheaply than before. This lowers the hostile bidder’s cost and enables to hedge … Continued

Editor’s Note: David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions.  The attached article by Mr. Katz and Laura A. McIntosh was first published in the New York Law Journal on March 27, 2014; the full article, including footnotes, is … Continued

Highlights: More than 30% of global M&A in 2013 involved acquirors and targets in different countries, including $134.5 billion of acquisitions in the U.S. by non-U.S. acquirors (a growing 15% of which involved acquirors from emerging economies). Noteworthy cross-border deals in 2013 included Verizon’s $130 billion acquisition of the remaining interest in Verizon Wireless from … Continued