Recent Developments in Duties of Directors of Delaware Corporations

1 p.m. – 2 p.m.

Recent Delaware decisions have addressed the nuances and the fundamentals involving mergers and acquisitions in general, and poison pills in particular, as well as proxy solicitation, and how directors are elected including: who is entitled to vote, record holders versus beneficial owners and the meaning of “stockholder of record,” the confusion about “vote buying," and the decoupling of the vote from the economic interest in the company.

This teleconference and live audio webcast will offer insights on these topics and analysis of recent court decisions that will be very helpful to the corporate practitioner.

Topics to be covered include:

• 2010 decisions from the Delaware courts on corporate law, including poison pills and related M&A issues.
• Key rulings on director elections.
• Recent developments in proxy access.
• Cases included: Airgas, Barnes & Noble, Dollar Thrifty, Crown EMAK, and eBay.

Faculty:

Theodore N. Mirvis
Wachtell, Lipton, Rosen & Katz

Stephen A. Radin
Weil, Gotshal & Manges LLP

Kevin F. Brady
Connolly Bove Lodge & Hutz LLP

Francis G. X. Pileggi (Moderator)
Fox Rothschild LLP