Financial Projection Disclosure Requirements in M&A Deals: Preparing, Using and Disclosing Projections
Minimizing Stockholder Claims for Breach of Fiduciary Duty Due to Inadequate or Misleading Disclosures
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide guidance to deal counsel on the preparation, use and disclosure of financial projections in M&A deals, including a review of Delaware opinions and SEC staff comment letters addressing this topic. The panel will provide best practices for limiting exposure in stockholder litigation to claims that the directors have breached their fiduciary duties due to inadequate and/or misleading disclosures relating to financial projections.
- Use of Financial Projections in M&A
- Initial Preparation
- Multiple Sets of Projections
- Updates to Projections
- Review and Reliance
- Disclosure requirements under Delaware law and federal securities laws
- Of financial projections
- Of financial analyses
- Best practices for preparing, using and disclosing financial projections
The panel will review these and other key issues:
- How are Delaware courts ruling in cases involving the disclosure of financial projections in the context of M&A transactions?
- What are some best practices for preparing and using financial projections in M&A deals?
- Which financial projections should be disclosed when multiple sets of projections have been prepared?
Sullivan & Cromwell
Mr. Veeraraghavan focuses his practice on M&A, corporate governance and private equity matters. He... | Read More
Mr. Veeraraghavan focuses his practice on M&A, corporate governance and private equity matters. He represents U.S. and non-U.S. companies, special committees, boards of directors and financial advisers in public company transactions, leveraged buyouts and private company sales of subsidiaries and divisions. He was recognized as “Dealmaker of the Week” by The American Lawyer in May 2015 for Synageva’s $8.4 billion acquisition by Alexion and in November 2014 for LabCorp’s $6.1 billion acquisition of Covance; for his work on M&A mega-deals by The Legal 500 and as Leading Lawyer by the IFLR 1000.Close
Scott B. Crofton
Sullivan & Cromwell
Mr. Crofton’s practice focuses on mergers and acquisitions. He has experience in all aspects of advising... | Read More
Mr. Crofton’s practice focuses on mergers and acquisitions. He has experience in all aspects of advising boards of directors, special committees and management of public and private companies in a wide variety of domestic and international strategic transactions. He is also involved in counseling clients on corporate governance matters, stockholder activist situations and unsolicited takeover proposals.Close