Roundtable Discussion: Corporate Governance
William J. Carney
Emory University School of Law
Jack B. Jacobs
Government of the State of Delaware - Court of Chancery
Richard W. Painter
University of Minnesota Law School
Colson Associates, Inc.; The Marmon Group, Inc.
Robert H. Sitkoff
Harvard Law School
As published in Chicago-Kent Law Review, Vol. 77, pp. 235-49, 2001
This is a transcript of a roundtable discussion between Robert Pritzker of The Marmon Group, Inc., Vice-Chancellor Jack Jacobs of the Delaware Court of Chancery, and Law Professors William Carney, Richard Painter, and Robert Sitkoff, with Professor Carney serving as moderator. The general topic was corporate governance. Among other things the participants discussed the implications of information provided by Mr. Pritzker regarding Smith v. Van Gorkom. Mr. Pritzker stated that the $55 price and the one-week deadline were established by Jerry Van Gorkom, not the Pritzkers. Mr. Pritzker also described the terms and the motivations for the Pritzkers' contribution to the settlement. Finally, in addition to analysis of the Van Gorkom decision, the panel also discussed public and private boards of directors, the Caremark decision, and corporate charitable and political contributions. The roundtable was held under the auspices of the Theory Informs Business Practices Symposium at the Chicago-Kent College of Law on April 6, 2001.
Number of Pages in PDF File: 31
Keywords: Van Gorkom, Trans Union, Pritzker, Board of Directors, Caremark, Corporate Crime, Corporate Charity, Corporate Political Speech, Business Judgment Rule, Mergers, Takeovers
JEL Classification: K22, L21, M14, G34
Date posted: July 29, 2002
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