Going-Private Transactions: Deal Structure Considerations, SEC Disclosure Obligations, Fiduciary Duties and More
Structuring Deals and Implementing Procedural Safeguards to Withstand Heightened SEC and Stockholder Scrutiny
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine the benefits and risks of going-private transactions and discuss best practices for deal counsel involved in taking a public company private. The panel will review key considerations regarding SEC mandatory disclosures, fiduciary duties, timing and structure of the transaction, avoiding litigation pitfalls, and more.
- Current trends with going-private transactions
- Key considerations with going-private transactions
- Structure of the transaction
- Litigation risks
- Disclosure obligations
- Timing considerations
- Competing offers
- Fiduciary duties of directors and “fairness”
- Affiliate issues
- Standard of judicial review
The panel will review these and other key issues:
- What are the factors driving publicly held companies to convert to private ownership?
- What federal and state laws govern going-private transactions?
- What special requirements does SEC Rule 13e-3 impose on companies converting to private ownership?
- How do going-private transactions increase fiduciary duty liability exposure for corporate officers and directors?
- What are the key strategic considerations that companies must consider when planning going-private transactions in order to minimize SEC scrutiny and litigation risks?
Winston & Strawn
Ms. Davis counsels domestic and international clients in public and private M&A transactions, public and private... | Read More
Ms. Davis counsels domestic and international clients in public and private M&A transactions, public and private debt and equity financing transactions, including initial public offerings, and distressed sales and investments in and out of bankruptcy. She also represents public companies and their boards of directors and special committees in connection with enterprise-transformative business opportunities and provides corporate governance advice.Close
James D. Rosener
Mr. Rosener is a partner in the Commercial Department of Pepper Hamilton LLP. He heads the firm's International... | Read More
Mr. Rosener is a partner in the Commercial Department of Pepper Hamilton LLP. He heads the firm's International Practice Group, is managing partner of the New York office and has served as a member of the firm’s Executive Committee. His practice is devoted primarily to international transactions, private equity, mergers and acquisitions and corporate financing.Close
Richard A. Silfen
Mr. Silfen practices in the area of corporate law with concentrations in securities and mergers and acquisitions.... | Read More
Mr. Silfen practices in the area of corporate law with concentrations in securities and mergers and acquisitions. He advises publicly traded companies in connection with public and private debt and equity securities offerings and advises fund sponsors and their portfolio companies in mergers and acquisition and financing transactions. He also advises clients in connection with control and non-control investments in publicly traded and privately owned businesses, as well as senior, high-yield, mezzanine and other debt issuances using complex structures and restructurings of multi-layer debt.Close