Conflicted M&A Deals at Private Companies: Emerging Issues
Navigating Conflicts of Interest Among Controlling Investors, Boards of Directors, LLPs and Other Shareholders
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will discuss emerging issues in conflicted deals at private companies, and conflicts that arise as boards and controlling shareholders attempt to structure deals when stakeholders have different rights, different interests and other extenuating circumstances. The program will discuss recent conflicted deal litigation and lessons for private M&A transactions.
Outline
- Overview of fiduciary duties in M&A transactions
- Scenarios in which conflicts of interest arise between controlling and minority shareholders of private companies
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Discussion of recent cases highlighting conflicted deals
- MFW Shareholders Litigation
- SEPTA v. Volgenau
- Trados Shareholder Litigation
- Other key cases
- Best practices for navigating conflicts in private company transactions
Benefits
The panel will review these and other key questions:
- What are the emerging issues in conflicted M&A deals involving private companies?
- What are common scenarios in which conflicts arise between interests of common and preferred stockholders in M&A transactions?
- What have recent cases held with respect to the appropriate standard of review: Entire fairness or business judgment?
- Do the fiduciary duties of directors or controlling shareholders in private transactions differ from M&A deals with public companies?
- How can sponsors and other investors leverage LLCs to address conflict issues, and what unintended consequences should practitioners be wary of when using LLCs?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Faculty
Brooks T. Giles
Partner
Katten Muchin Rosenman
Mr. Giles is co-head of the firm’s Mergers and Acquisitions practice and concentrates his practice in corporate... | Read More
Mr. Giles is co-head of the firm’s Mergers and Acquisitions practice and concentrates his practice in corporate matters with a focus on private company mergers and acquisitions, venture financing and joint ventures. He handles transactions covering the life cycle of start-up ventures and represents both buyers and sellers in structuring, negotiating and documenting acquisitions including stock purchases, asset sales, tax-free mergers and leveraged recapitalizations.
CloseLouis G. Hering
Partner
Morris Nichols Arsht & Tunnell
Mr. Hering’s practice includes M&A, with an emphasis on structures involving alternative entities, and the... | Read More
Mr. Hering’s practice includes M&A, with an emphasis on structures involving alternative entities, and the delivery of third-party legal opinions in connection with Delaware contracts. He is actively involved in the organization and structuring of all forms of Delaware alternative entities, including Delaware statutory trusts serving as registered investment companies, limited partnerships used as investment funds and LLCs formed as joint ventures and used in connection with structured finance.
CloseJames D. Honaker
Partner
Morris Nichols Arsht & Tunnell
Mr. Honaker's practice focuses on corporate governance, mergers and acquisitions and related issues involving the... | Read More
Mr. Honaker's 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.
CloseJeffrey R. Patt
Partner
Katten Muchin Rosenman
Mr. Patt represents clients in a wide range of domestic and international mergers and acquisitions and joint ventures,... | Read More
Mr. Patt represents clients in a wide range of domestic and international mergers and acquisitions and joint ventures, as well as corporate governance, capital raising and general corporate matters. His M&A practice has spanned a variety of public and private transactions as he has represented financial and strategic buyers, and sellers, in industries that include IT and business services, insurance and financial services, for-profit education and manufacturing.
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