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E-MailAn article by Dennis Berman in today’s Wall Street Journal describes the increasingly common phenomenon of CEOs engaging in discussions with buyout firms about a potential transaction without notifying their Board. In some cases, the CEO enters into a confidentiality agreement and detailed negotiations over buyout terms without the Board’s knowledge. (I described Vice Chancellor Lamb‘s skepticism about such an arrangement in his opinion in In re SS&C Technologies in this previous post.)
The WSJ article notes Leo Strine‘s commentary on the matter at a recent discussion hosted by the Program on Corporate Governance. That panel, which also included experts Marshall Cohen, Rob Spatt, Robert Kindler, and Paul Rowe, discussed, among other things, the efficacy of special transaction committees in the merger context. The full video of that discussion can be accessed from the Program’s webpage here. (video no longer available)
