Houlihan Lokey’s 2015 Corporate Governance Forum – Winning with the Hand You’re Dealt: Conflicts, Plaintiffs, and Short-Termism in the Boardroom
March 12, 2015
The Yale Club
New York, NY
SH&P Speaker: Steven Hall
Join us for an afternoon of stimulating discussion regarding boardroom challenges in today’s business and legal environment at Houlihan Lokey’s 2015 Corporate Goverance Forum. See below for program details and and a link to register.
Panel I: Case Study – Spinning the House of Cards
This case study features a casino operator with a founder who serves as Chairman of the Board, holds substantial stock and debt positions, and is influential in the business. Faced with the threat of a tender offer by a group comprising a larger gaming company and an activist hedge fund, the company undertakes a spin-off of its real estate holdings into a REIT.
Panelists will explore board-level issues including director independence, what constitutes a controlling stockholder, when an acquisiton overture requires board attention, board involvement in the retention of financial advisors, and the standard for reviewing a spin-off taken as a defensive measure.
Mark J. Gentile, Partner, Richards, Layton & Finger
Robert A. Profusek, Partner, Jones Day
Patricia O. Vella, Partner, Morris, Nichols, Arsht & Tunnell
Richard De Rose, Managing Director, Houlihan Lokey
Panel II: When the Stakes are High – Defending the Board in Litigation
With litigation ubiquitous in the M&A context, our panelists will discuss the current Delaware litigation environment, including best practices for addressing conflicts among officers, directors and advisors; memorializing the transaction process; discovery; and protecting privilege.
David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz
James Smith,III, Partner, Winston & Strawn
Myron T. Steele, Partner, Potter Anderson Corroon
Jennifer Muller, Managing Director, Co-Head of Fairness Opinion Practice, Houlihan Lokey
Panel III: Hold ‘Em or Fold Them – Balancing Long-Term vs. Short-Term Value Creation
Shareholder influence is on the rise, and boards are increasingly being confronted with the competing goals of achieving short-term returns and creating sustainable long-term value. Against this backdrop, how can boards effectively chart strategic direction, set executive and director compensation, and develop winning investor communications strategies?
Joele Frank, Managing Partner, Joele Frank, Wilkinson, Brimmer & Katcher
Steven Hall, Founding Partner & Managing Director,
Steven Hall & Partners
Jack B. Jacobs, Senior Counsel, Sidley Austin
Robert H. Hotz, Senior Managing Director, Co-Chairman of the Board, Co-Head of Corporate Finance, Houlihan Lokey