Roundtable Discussion: Corporate Governance

31 Pages Posted: 29 Jul 2002  

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

Robert Pritzker

Colson Associates, Inc.; The Marmon Group, Inc.

Robert H. Sitkoff

Harvard Law School

Abstract

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.

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

Suggested Citation

Carney, William J. and Jacobs, Jack B. and Painter, Richard W. and Pritzker, Robert and Sitkoff, Robert H., Roundtable Discussion: Corporate Governance. As published in Chicago-Kent Law Review, Vol. 77, pp. 235-49, 2001. Available at SSRN: https://ssrn.com/abstract=318941 or http://dx.doi.org/10.2139/ssrn.318941

William J. Carney

Emory University School of Law ( email )

1301 Clifton Road
Atlanta, GA 30322
United States
404-727-6807 (Phone)
404-727-6820 (Fax)

Jack B. Jacobs

Government of the State of Delaware - Court of Chancery ( email )

New Castle County Courthouse
500 N. King Street , Suite 11400
Wilmington, DE 19801-3734
United States
302-577-2441 (Phone)

Richard W. Painter

University of Minnesota Law School ( email )

229 19th Avenue South
Minneapolis, MN 55455
United States
612-626-9707 (Phone)

Robert Pritzker

Colson Associates, Inc. ( email )

Chicago, IL
United States
312/980-1100 (Phone)

The Marmon Group, Inc.

225 W. Washington Street
Chicago, IL 60606-3418
United States

Robert H. Sitkoff (Contact Author)

Harvard Law School ( email )

1575 Massachusetts Avenue
Cambridge, MA 02138
United States
(617) 384-8386 (Phone)
(617) 812-6195 (Fax)

HOME PAGE: http://www.law.harvard.edu/faculty/directory/facdir.php?id=649

Paper statistics

Downloads
813
Rank
22,389
Abstract Views
7,107