Going Private: Legal and Strategic Considerations
Structuring Transactions to Withstand Court and SEC Scrutiny
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Tuesday, August 17, 2010
Recorded event now available
This CLE webinar will prepare corporate counsel to overcome the legal and practical challenges associated with going private transactions, including fiduciary duty issues, procedural requirements and mandatory disclosures.
Description
Going private transactions are increasing as debt markets thaw and public companies seek to escape overwhelming reporting and corporate governance obligations imposed by SOX. Going private transactions must comply with numerous state and federal laws as well as special SEC requirements.
These transactions are often challenged in court on claims of breach of fiduciary duties and failure to comply with mandatory disclosure requirements. Careful planning is critical when structuring the transactions to avoid unintended consequences, including increased litigation exposure.
Listen as our panel of attorneys who specialize in corporate law explains best practices for dealing with the legal and practical challenges arising during going private transactions. The panel will discuss fiduciary duty issues, procedural requirements and mandatory disclosures.
Outline
- Key issues to consider when planning a going private transaction
- Structure of the transaction
- Litigation risks
- Disclosure obligations
- Timing considerations
- Competing offers
- Fiduciary duties of directors and “fairness”
- Affiliate issues
- Standard of judicial review
- Anticipated impact of In re CNX Gas Corp. Shareholders Litigation, (Del. Ch. May 25, 2010) and related Delaware cases
- Current trends with going private transactions; expectations for the future
- Delaware developments
- SEC updates
Benefits
The panel will review these and other key questions:
- What are the factors driving publicly held companies to convert to private ownership?
- What impact will the recent In re CNX Gas Corp. Shareholders Litigation decision have on the fiduciary duty issues involved in going private transactions?
- What federal and state laws govern going private transactions?
- What special requirements does SEC Rule 13e-3 impose on companies converting to private ownership?
- What are the key strategic considerations that companies must consider when planning going private transactions in order to minimize SEC scrutiny and litigation risks?
Faculty
Nancy L. Sanborn,
Partner
Davis Polk & Wardwell, New York
She represents clients in private equity investments, mergers and acquisitions transactions and acquisitions of companies in financial distress. She has represented private equity funds affiliated with DLJ Merchant Banking Partners, Tailwind Capital Partners, Greenhill Capital Partners and Metalmark Capital Partners, as well as other private equity funds and their respective portfolio companies.
Darrel A. Rice,
Partner
Haynes & Boone, Dallas
He has more than thirty years of experience in diverse areas of corporate finance, including mergers and acquisitions, public and private offerings of securities, and private equity, venture capital, and debt financing transactions. He represents companies, financial institutions, boards of directors, and individuals in connection with mergers, asset acquisitions and other business agreements.
James D. Honaker,
Partner
Morris Nichols Arsht & Tunnell, Wilmington, Del.
His practice focuses on corporate governance, mergers and acquisitions and related issues involving the Delaware General Corporation Law. He has published several articles on Delaware Corporation Law.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, GA, MO, MT, TX, VT, WA.
Upon request, also available in: CO, CT*, FL, ID, KY, LA*, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI*, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)
Online CLE Audio $297.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, GA, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
Webinar Download (Slide Presentation with Audio) $297.00
Available three business days after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
MP3 Download (Audio with Slide PDFs) $297.00
Available 24 hours after the live event
CD (Audio with Slide PDFs) $297.00
plus $9.45 S&H
Available ten business days after the live event
Webinar/Teleconference
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CLE Credit
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Customer Reviews
The speaker's practical discussions were particularly helpful.
Kenneth J. Clarkson
Sullivan, Ward, Asher & Patton
The panelists covered the topic well and in depth.
Andrea Mealey
Edwards Angell Palmer & Dodge
The teleconference was efficient with a well-focused agenda. The speakers really seem to know the material and communicated it clearly.
Owen Hughes
Pfizer
High quality content, good speakers, and convenient to do over the web.
Ed Moomjian
Udall Law Firm
Convenient and well-organized. Well-run program.
Michael V. Kruljac
IMERYS
Corporate Law Advisory Board
Partner
Hogan Lovells
General Counsel
Assurance America Corporation
Partner
Mayer Brown
Partner
Foley & Lardner
Kathleen Mayton
General Counsel
Rollins, Inc.
Partner
K&L Gates
Partner
Kaye Scholer
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