Regulatory Issues in Takeovers: section 13(d) & beyond

Last week here at Harvard Law School, Professor Robert Clark and Vice Chancellor Leo Strine treated the students of their Mergers, Acquisitions, and Spin-Offs class to another high-profile panel discussing current hot topics in M&A. On the agenda was section 13(d) of the 1934 Act and other, similar disclosure requirements for long and short positions, particularly as they relate to shareholder activism. The steep rise of synthetic securities has raised many questions of policy and interpretation regarding such requirements, as recently highlighted by the CSX/TCI decision (discussed on this blog here, here, and here). The panelists provided competing perspectives on these issues: On the “activist” investor side, the panel featured Roy Katzovicz of Pershing Square Capital Management and Marc Weingarten of Schulte Roth & Zabel. On the other side were Ted Mirvis of Wachtell, Lipton, Rosen & Katz and John Olson of Gibson, Dunn & Crutcher. Mirvis and Olson also spoke about shareholder activism in Professor Lucian Bebchuk‘s and Lecturer on Law Beth Young‘s Shareholder Activism class that same day. The video of the first event is available here, and that of the second event here.