Sean Donahue | Paul Hastings, LLP

Sean Donahue is chair of both the Public Company Advisory and Shareholder Activism & Takeover Defense practices of Paul Hastings, and he is based in the firm’s Washington, D.C. and New York offices. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, his practice focuses on counseling public companies and their boards of directors on shareholder activism and takeover defense, mergers and acquisitions, capital markets transactions, securities regulation, and corporate governanc matters.

Sean spends a significant amount of his time advising public companies and their boards of directors on shareholder activism and takeover defense matters. He has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests. Sean has counseled boards of directors and management teams in navigating activist situations involving Elliott Management, Carl Icahn, Engaged Capital, Starboard Value, ValueAct, Lion Point Capital, Engine Capital, Voss Capital, Tang Capital, Highland Capital, Mill Road Capital, Legion Partners, JCP Investment Management, GAMCO, Eric Singer, Brad Radoff, Global Value Investment Corp. and Kanen Wealth Management, among others.\

Sean also has significant experience advising public companies and their boards of directors in responding to short attacks. He has advised companies in response to short reports by short sellers Hindenburg Research, Muddy Watters Research, Spruce Point Capital, Citron Research, Culper Research, Fuzzy Panda Research, Capybara Research, The Bear Cave, Grizzly Research, Blue Orca Capital, Kerrisdale Capital, Bleecker Street Research, Iceberg Research and Jehoshaphat Research, among others. He also advises companies in detecting and defending against naked short selling.

Sean serves as primary outside corporate and securities counsel to numerous public companies. In this role, he counsels clients on SEC reporting and corporate governance matters. Sean advises clients in a diverse range of industries, market capitalizations and geographies.

Sean is ranked by Chambers USA for Takeover Defense. Clients note that he “thinks outside the box with creativity in relation to the given objective, and he is laser-focused on getting to the desired outcome.” Sean is also recognized as a leading partner by The Legal 500 U.S. for Shareholder Activism: Advice to Boards and Corporate Governance. Clients remark that he “is truly unique”, “practical, available, responsive, strategic”, and a “superstar”.

Sean is a member of the Federal Regulation of Securities Committee for the American Bar Association, where he serves as chair of the Proxy Statements and Business Combinations Subcommittee, and the Corporate Governance Committee, where he serves as co-chair of the Shareholder Activism & Engagement Subcommittee. He is also a member of both the Securities Law Committee and Corporate Practices Committee of the Society for Corporate Governance. Sean also serves on the Board of Directors of the National Investor Relations Institute’s Capital Area Chapter and is a member of the advisory board for Insights: The Corporate & Securities Law Advisor.

Sarah Runnells Martin | Greenberg Traurig, LLP

Sarah Runnells Martin focuses on corporate and complex commercial litigation. She represents clients in derivative litigation, class action lawsuits, “broken deal” litigation, special committee investigations and litigations, federal securities suits, appraisal litigation, proxy contests, books and records demands and litigation, and hostile takeovers in state and federal courts in Delaware and across the country. Sarah also provides advice to corporations and their boards of directors on corporate governance issues and the Delaware General Corporation Law.

Sarah’s litigation experience encompasses a wide range of matters. She has handled cases involving challenges to hundreds of billions of dollars of mergers and acquisitions, stock drop and event-driven litigation, breach of contract and fraud disputes, and statutory proceedings under the Delaware General Corporation Law. Her work also includes cases concerning option grant practices, SPACs, incentive compensation plans, FDA reporting, stock offerings, and interpretation of corporate instruments.

In addition to her work in the Delaware Court of Chancery, Sarah has argued before the Delaware Supreme Court. She served as amicus curiae for the Family Court of the State of Delaware, briefing and arguing certified questions of law before the state’s highest court regarding malpractice immunity for courtappointed attorneys.

Christopher J. Babcock | Foley & Lardner LLP

Christopher Babcock is a partner in Foley & Lardner’s Dallas office with a practice focused on corporate governance, public and private mergers and acquisitions, and securities matters. He is co-chair of the firm’s Texas Corporate Governance Team.

Christopher is a highly recognized thought leader on Texas law, representing public companies, special committees, privately held companies, private equity funds and nonprofits in corporate governance, reincorporations, disclosure requirements and shareholder campaigns, activist defense, mergers and acquisitions, tender offers, portfolio company management, and a broad range of related matters. He excels at complicated transactions, helping clients to think creatively and working with them to navigate their most significant challenges and other transformational matters.

Christopher serves as the President of the Alliance for Corporate Excellence, a non-profit advocating for laws that ensure corporations are governed by their shareholders and their duly elected boards, and not by nominal stakeholders and was closely involved in drafting and the passage of Texas Senate Bill 29 by the Texas legislature in 2025, including through public testimony in support of the bill. As a result of this work, Christopher and his co-chair of the Texas Corporate Governance Team, Chris Converse, are considered the leading counselors to Fortune 500 companies when considering incorporating in Texas or otherwise advising on Texas law, and Christopher and his team have unique experience counseling public and private companies in the intricacies of Texas corporate law and its application to public and private companies and their boards and shareholders. Christopher is a leading speaker on Texas law issues and choice of incorporation.

Christopher has co-authored numerous articles relevant to mergers and acquisitions and corporate governance matters published by the Delaware Business Court Insider, the Harvard Law School Forum on Corporate Governance and Financial Regulation, Law360, and others, and serves as the outside editor for Thompson Reuters O’Connor’s book on the Texas Business Organizations Code. He has been invited to speak at numerous events, including meetings of the Technology Special Interest group of Financial Executives International, the Dallas Bar M&A Section, and the Choice, Governance & Acquisition of Entities conference.

Prior to law school, Christopher served as an instructor-qualified airborne intelligence officer in the U.S. Air Force, earning the rank of captain. He serves as the President of the Alliance for Corporate Excellence, a non-profit advocating for laws that ensure corporations are governed by their shareholders and their duly elected boards, and not by nominal stakeholders.

Benjamin Edwards | William S. Boyd School of Law

Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection. Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis.

His writing has appeared in the Northwestern University Law Review, Washington and Lee Law Review, University of California Davis Law Review, Georgia State Law Review, William & Mary Law Review Online, Virginia Law and Business Review, Michigan Business and Entrepreneurial Law Review, Journal of Business and Securities Law, Virginia Journal of Social Policy and the Law, InvestmentNews, Wall Street Journal, Salon, The Hill, The Washington Post, BloombergView, Oxford Business Law Blog, Columbia Blue Sky Blog, and The Daily Beast. He also writes regularly for the Business Law Professor blog.

Professor Edwards earned his law degree from Columbia Law School and clerked for Judge Samuel H. Mays, Jr. of the U.S. District Court for the Western District of Tennessee

I. Brief history of corporate chartering | 1:00pm – 1:20pm

• The traditional New Jersey narrative
• Delaware’s rise
• National statistics
• Reasons why companies now pick Delaware

II. The domicile debate – practitioner – driven stormley, controller cloudburst, or something else? | 1:20pm – 1:40pm

• Delaware decisions and market practice amendments
• Other recent decisions and SB 21
• The looming DSBA fee discussions

III. Other jurisdictions | 1:40pm – 2:00pm

• Nevada
  • Nevada’s statutory focus
  • Legislative updates
  • Constitutional amendments
• Texas / Y’all street
  • Business court
  • Recent legislation
  • Other considerations

Break | 2:00pm – 2:10pm

IV. Board decisions / strategic environment | 2:10pm – 2:25pm

• Litigation odds
• D&O insurance
• Other considerations / TripAdvisor factors
• Lessons from current movers

V. Broader discussion questions | 2:25pm – 2:40pm