TheCorporateCounsel.net

Want to know how your future looks in the wake of the bailout legislation? Tune in tomorrow for this webcast – “Latest Developments in Capital Market Deals” – to hear how the markets are functioning right now and what the future holds. The panel includes both an equity and a debt banker, as well as legal experts from the East Coast, West Coast and the Midwest. The panelists include:

– Edward Best, Partner, Mayer Brown
– Michael Kaplan, Partner, Davis Polk & Wardwell
– J. Maurice Lopez, Managing Director, Citigroup Global Markets
– Patrick Schultheis, Partner, Wilson Sonsini Goodrich & Rosati
– Bill Schreier, Head of Equity Capital Markets, BM Capital Markets

Coming Soon? Code of Ethics for Proxy Advisory Services

For the past few months, Meagan Thompson-Mann, a visiting fellow at Yale’s Millstein Center for Corporate Governance and Performance, has been soliciting comment regarding voting integrity in the proxy voting process in response to a draft study she drafted. Among other things, her study suggests a code of ethics for proxy advisory services and includes a proposed code. It raises the possibility of sharing information with companies, but leaves it up to the advisor (p. 21) – and it also provides that a proxy advisor should not give companies any assurances of a particular recommendation prior to its release (p. 15). Weigh in with your thoughts if you can.

RiskMetrics Begins Advising on Tender Offers

As I noted recently on the DealLawyers.com blog, RiskMetrics’ ISS Division recently broke with tradition and advised its clients not to tender Longs Drug Stores’ shares into CVS’ tender offer. Historically, RiskMetrics has only made recommendations on shareholder votes and left tender offers alone. So changing the structure of a deal from a merger to a tender offer will no longer have the incidental effect of removing RiskMetrics from the equation…

– Broc Romanek