CSX/ TCI Decision Webcast

I am posting the audio recording of the recent webcast in which a number of my colleagues analyzed the consequences of the court’s decision in the CSX case which held that two hedge fund investors had violated the provisions of Section 13(d) of the Securities Exchange Act of 1934, and Rule 13d-3(b) thereunder, by using cash settled swap transactions in a way that, in the circumstances, improperly evaded disclosure obligations related to the formation of a group “beneficial owner.” The discussants include Brian Lane, former Director of the SEC’s Division of Corporation Finance, Jim Moloney, former member of the SEC’s Office of Mergers and Acquisitions, Susan Grafton, former member of the Division of Trading and Markets staff and former compliance counsel at Goldman Sachs, and Adam Offenhartz, principal author of a brief filed in the case by a group of hedge funds. The panel is moderated by Gibson Dunn partner Ron Mueller. The discussion is particularly useful because it discusses the decision and its implications from a number of different perspectives, but does not “take sides” on resolution of the issues. This will be a subject of ongoing interest in the corporate governance community.

The recording is available here.