ACGC Virtual Roundtable: “The Structure of Corporate Law Revolutions”

“The Structure of Corporate Law Revolutions”

an ACGC Virtual Roundtable Event

Featured Speakers Include: 

Bill Savitt,  Co-Chair of the Litigation Department and Executive Committee at Wachtell Lipton

Justice Jack Jacobs, Former Delaware Supreme Court Justice, and currently Senior Counsel at Young Conaway in Delaware

Dorothy Lund, Professor of Law, Columbia Law School

Rick Alexander, CEO and Board Member, The Shareholder Commons

The panel will be moderated by David J. Berger, ACGC President and Litigation Partner at Wilson Sonsini.

ABOUT THE EVENT

Not since the early 1970s has the doctrine of stockholder primacy been under such challenge. Investors, practitioners, business people and politicians on all sides are debating corporate purpose, while we have seen Delaware and other states create novel structures such as “public benefit corporations” (or PBCs) that explicitly allow a board to consider non-stockholder interests even when selling the company. At the same time Delaware case law remains based on the theory of shareholder primacy. In a recent thought-provoking essay, Wachtell Lipton partner (and ACGC member) Bill Savitt called this a time when we may be in the middle of a corporate law “revolution”, and that today’s consensus view that directors of traditional corporations must act to always further the objective of stockholder value “is not likely to make it to tomorrow.”

In this roundtable, we will consider Bill’s article as well as the issues he raises in the broader context of Delaware law, both current and future. As part of this, we will discuss the efforts by diversified shareholders to have boards consider broader interests, including the Chancery Court’s recent Meta decision, as well as whether other recent decisions in Delaware portray a trend towards greater support for the stockholder primacy doctrine.

READING MATERIALS

“The Structure of Corporate Law Revolutions”

Private Equity and the Practice of Medicine

McRitchie v. Zuckerberg: The Chancery Court’s decision in Meta

“Optimizing The World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead”

The Corporate Governance Machine 

Toward a Dynamic View of Corporate Purpose

ACGC Members: Please RSVP to info@amgovcollege.org by Monday, June 24, 2024. Dial-in details will be provided to those who RSVP.