Roundtable Discussion: Corporate Governance

31 Pages Posted: 29 Jul 2002

See all articles by William J. Carney

William J. Carney

Emory University School of Law

Jack B. Jacobs

Young Conaway Stargatt & Taylor, LLP

Richard W. Painter

University of Minnesota Law School

Robert Pritzker

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

Robert H. Sitkoff

Harvard University - Harvard Law School; European Corporate Governance Institute (ECGI)


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. Available at SSRN: or

William J. Carney

Emory University School of Law ( email )

1221 Fairview Road, N.E.
Atlanta, GA 30322
United States
404-373-7198 (Phone)
n/a (Fax)

Jack B. Jacobs

Young Conaway Stargatt & Taylor, LLP ( email )

1000 North King Street
Wilmington, DE
302.571.6600 (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 University - Harvard Law School ( email )

1563 Massachusetts Avenue
Cambridge, MA 02138
United States

HOME PAGE: http://

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

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