Corporate Governance

Corporate Governance

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Our attorneys have wide-ranging experience over many years in the corporate governance arena. As a result of this expertise, our lawyers have been helping clients cope with the array of legislative and regulatory responses coming out of the U.S. Congress, the U.S. Securities and Exchange Commission and major U.S. stock exchanges.

ADP Shareholders Re-Elect ADP Directors at Annual Meeting

Paul, Weiss represented ADP in its successful proxy contest against Pershing Square.

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Destination XL Announces Agreement With Cannell Capital

Paul, Weiss is representing Destination XL Group, Inc. in connection with its agreement with Cannell Capital LLC to appoint Lionel Conacher to Destination XL’s board of directors and to increase the board’s size to ten. 

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UCP Announces Expansion of Board and Strengthened Corporate Governance

Paul, Weiss is representing UCP, Inc. (NYSE: UCP) in its agreement with Pico Holdings, Inc. (NASDAQ: PICO), its majority stockholder, to nominate Keith M. Locker to the UCP board of directors.

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Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal price paid in its acquisition by Verizon Communications Inc. While reiterating that deal price is the best evidence of fair value, and must be taken into account, when appraising “Dell‑compliant” transactions (i.e., those where “(i) information was sufficiently disseminated to potential bidders, so that (ii) an informed sale could take place, (iii) without undue impediments imposed by the deal structure itself”), the court held this was not such a transaction.

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Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price

Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed deal price in its acquisition by Hewlett-Packard Company.

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Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference

Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal’s upcoming conference, “Corporate Governance 2017: Navigating New Challenges to Value Creation.”

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Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2017.

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Barington Group Terminates Proxy Solicitation at Chico's

As reported in The Wall Street Journal, Reuters and other media outlets, the Barington Group, an activist investment firm, announced that it has terminated its proxy contest to elect two representatives to the board of directors of Paul, Weiss client Chico's FAS, Inc. at the company's 2016 annual meeting of stockholders.

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Steve Williams Discusses Activism Defense With The Deal

In this video, corporate partner Steve Williams speaks with The Deal’s Ron Orol about activist defense, including strategies for activist preparedness.

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Xerox Completes Spinoff of Business Services Division

Paul, Weiss advised the board of directors of Xerox Corporation in the planned spin-off of its business services unit Conduent Incorporated.

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