M&A Deal Protection Terms: Leveraging Recent Court Decisions
Negotiating No-Solicitation, Standstill, Fiduciary Outs, Matching Rights, and Change of Recommendation Provisions
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Thursday, August 30, 2012
Recorded event now available
This CLE webinar will provide guidance for drafting contractual deal protection terms and addressing related legal issues in public company mergers and acquisitions (M&A). The panel will discuss pre-signing deal protections, no-solicitation clauses, matching rights, fiduciary outs, and change of recommendation clauses.
Description
Interloper involvement in merger deals in recent years has pushed buyers and sellers to aggressively negotiate deal protection provisions in merger agreements. No-solicitation clauses, matching rights, fiduciary outs and other provisions are all common features of today’s merger and acquisition (M&A) transaction.
Deal protections in many high-profile transactions have been tested by interlopers or come under court scrutiny, including in In re Compellent, In re Transatlantic, Dollar Thrifty, NACCO and other cases. The implications of these key Delaware court rulings are important for deal counsel.
Counsel advising buyers and sellers should carefully evaluate which deal protection provisions are most suitable under the circumstances and strategically negotiate and draft these clauses when structuring deals.
Listen as our panel of M&A attorneys discusses recent developments in deal protections, including no-shop clauses, matching rights, fiduciary outs, and change of recommendation provisions. In addition, the panel will discuss key implications arising from the Delaware courts' decisions in In re Compellent, In re Transatlantic, Dollar Thrifty, and other cases.
Outline
- Pre-signing deal protections
- Exclusivity agreements: Global Asset Capital L.L.C. v. Rubicon US REIT Inc.
- Standstill agreements: Celera; Transatlantic
- Deal protections
- Recent cases/litigation: In re Compellent; NACCO; Dollar Thrifty
- No-solicitation clause
- Matching rights
- Fiduciary outs
- Change of recommendation clauses
- Litigation issues regarding deal protections
Benefits
The panel will review these and other key questions:
- What pre-signing deal protection provisions should be included when negotiating a deal?
- How does the decision in Global Asset Capital L.L.C. v. Rubicon US REIT Inc. affect exclusivity provisions?
- How do recent Delaware decisions such as In re Compellent, In re Transatlantic, Dollar Thrifty, and NACCO, impact deal protection provision negotiation strategies in M&A deals?
Faculty
Steven M. Haas, Partner
Hunton & Williams, Richmond, Va.
He regularly counsels publicly traded corporations, privately-held businesses and boards of directors on corporate governance issues, including shareholder meeting disputes, internal investigations and fiduciary duty litigation. He authored chapters on stockholder rights and director duties in the treatise Corporate Governance: Law and Practice and is a speaker on corporate governance and M&A issues.
Bradley C. Faris, Partner
Latham & Watkins, Chicago
His practice focuses on public and private mergers and acquisitions, with a particular interest in friendly and unsolicited tender offers and proxy contests, takeover defense counseling and advising independent directors in conflict of interest transactions. He has represented both buyers and sellers in M&As. He is a published author on M&A topics.
A. Thompson Bayliss, Partner
Abrams & Bayliss, Wilmington, Del.
His practice concentrates on high stakes litigation involving Delaware corporations and other business entities and transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law. He was selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers.
Ordering
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Customer Reviews
The subject matter was timely and important, and the webinar format is well suited for this topic.
Dennis Brennan
Saul Ewing
Strafford's program was on point, relevant and provided useful information.
Patricia Bartholomew
Craig-Hallum Capital Group
The webinar was very well organized and efficient.
Mark Bluhm
Lathrop & Gage
The program was very practical and informative for my current needs.
Ken Watt
Frederic Dorwart, Lawyers
I appreciated the programs focused subject matter and that the speakers did not try to cover too much.
Ernest Williams
Stoll Keenon Ogden
Mergers and Acquisitions Law Advisory Board
Partner
DLA Piper
Partner
Gibson Dunn & Crutcher
Partner
Wachtell Lipton Rosen & Katz
Partner
Paul Hastings Janofsky & Walker
Partner
Katten Muchin Rosenman
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