Lawyers and business people from across the country are in New Orleans this week to discuss the state of dealmaking and other corporate legal issues at Tulane University's 29th Annual Corporate Law Institute. Various panels will discuss issues like corporate activism, mergers, and acquisitions and media/corporate/legal relationships. Speakers include several judges, bankers, and reporters, Chancellor Andre Bouchard, Delaware Court of Chancery and editors, over two days.

Comments from Andre Bouchard highlighted yesterday's sessions at the 29th annual Tulane Corporate Law Institute, the country's leading conference for M&A lawyers. Bouchard, the Chancellor of the Delaware Court of Chancery, made several illuminating comments about appraisal and the doctrine of the effect of stockholder votes.

Bouchard played a key role in developing the case law that gives great deference to an informed stockholder vote approving the sale of a company in an arm's length deal.

Bouchard wrote the lower court opinion in Corwin v. KKR in 2014, a ruling Leo E. Strine, Jr., the Chief Justice of the Delaware Supreme Court, blessed in his own opinion the next year.

But Bouchard warned yesterday, "There's a tension on how much you can pack into a vote." For example, he said, courts might not necessarily hold a stockholder vote approving a deal that also blesses "an enormous compensation package" to a senior executive that goes along with it. The remarks were especially suggestive coming a week after the Supreme Court dismissed a stockholder challenge to the sale of C&J Energy Services Inc. because stockholders blessed the deal in an informed vote.

The high court affirmed an opinion by Bouchard in short order that perplexed many members of the corporate bar and drew a motion for reargument from Stuart Grant and Mark Lebovitch, the lawyers for the stockholder plaintiffs. None of the panelists at Tulane discussed C&J, but it was a frequent subject of chatter among attendees. Bouchard 's remarks suggest that the law on the cleansing effect of stockholder votes will continue to evolve.

Bouchard and his panel on Delaware law developments also took up the subject of appraisal, which has become a more prominent area in recent years. Appraisal is a proceeding in which a court places a value on a target company that has been sold. Bouchard acknowledged that the way the company is shopped is important to how judges approach the issue of valuation and was candid about the challenges of appraisal for jurists who are not trained in finance.

"I'm looking for an anchor with some empirical basis," he said of a process that gives judges enormous leeway in picking a valuation approach.

As always, the conference featured numerous insights and asides from various panelists, some of which are below.

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Here is a summation of tweets from David Marcus, who is attending the program for The Street.

Bouchard @TulaneLaw suggests limits to Corwin. "Tension on how much you can pack into a vote" #sellersbeware

          — David Marcus (@TheStreetsomm) March 30, 2017

Leo Strine of @delaware_gov s.ct @TulaneLaw on "stinky" disclosure-only settlements: "It's not Bourbon Street when you're having fun,

          — David Marcus (@TheStreetsomm)

March 30, 2017

Kurt Simon of @jpmorgan@TulaneLaw m&a conference: $100 bn cash deal financable if right deal

          — David Marcus (@TheStreetsomm)

March 30, 2017

           Bouchard @TulaneLaw says target stockholder vote may not cleanse "enormous comp package" under Corwin