NY City Bar to discuss activist shareholders

Counseling The Board of Directors in the Age of Activist Shareholders

Program Outline:

At this program, a panel of experts will discuss various issues and legal considerations that should be considered when counseling the Board of Directors of a public corporation, with particular attention given to how a Board should respond to demands for changes made by an activist shareholder. Panel discussions will provide an overview of the goals of activist investing and the tools employed by activists to accomplish them, as well as the latest strategies and defensive mechanisms used by public corporations to facilitate their interactions with activist investors. The program will also consider the duties and responsibilities of the Board when confronted with an activist investor and provide suggestions on how independent directors can do their job most effectively. Finally, an overview will be provided of the 2008/2009 proxy season.

Program Chair:

Jared Landaw

Senior Managing Director and General Counsel, Barington Capital Group, L.P.

Keynote Speakers:

Roel Campos

Former Commisioner of the SEC, Cooley Godward Kronish LLP

Martin Lipton

Wachtell, Lipton, Rosen & Katz

Faculty:

William D. Anderson, Jr.

Managing Director, Goldman, Sachs & Co.

Stephen L. Brown

Director, Corporate Governance

TIAA-CREF

Professor Charles M. Elson

Edgar S. Woolard, Jr., Chair & Director

John L. Weinberg Center for Corporate Governance

University of Delaware

Bruce H. Goldfarb

President & CEO, Okapi Partners

Phillip Goldstein

Principal and Co-Founder, Bulldog Investors

Keith E. Gottfried

Blank Rome LLP

David A. Katz

Wachtell, Lipton, Rosen & Katz

Roy J. Katzovicz

Chief Legal Officer, Pershing Square Capital Management

Michael J. Maimone

Greenberg Traurig LLP

Brian L. Schorr

Chief Legal Officer, Trian Fund Management LP

Steven A. Seiden

President, Seiden Krieger Associates

Daniel S. Sternberg

Cleary Gottlieb Steen & Hamilton LLP

Leo E. Strine, Jr

Vice Chancellor, Delaware Court of Chancery

Raymond S. Troubh

Director of Various Public Companies

Marc Weingarten

Schulte Roth & Zabel LLP

Christopher L. Young, JD, CFA

Director of M&A Research, RiskMetrics Group

When and Where:

On Tuesday, February 3, 2009 / 8:30a.m. to 12:45 p.m.

New York City Bar

42 West 44th Street, New York, NY 10036

Additional Information:

Call 212.382.6663

Register online