Going Private: Legal and Strategic Considerations
Structuring Transactions to Withstand Court and SEC Scrutiny
Recording of a 90-minute CLE webinar with Q&A
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.
- 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
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?
Nancy L. Sanborn
Davis Polk & Wardwell
She represents clients in private equity investments, mergers and acquisitions transactions and acquisitions of... | Read More
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.Close
Darrel A. Rice
Haynes & Boone
He has more than thirty years of experience in diverse areas of corporate finance, including mergers and acquisitions,... | Read More
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.Close
James D. Honaker
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.Close