Going-Private Transactions: Strategic Considerations
Deal Structures, Fiduciary Duties, Procedural Safeguards, Disclosure Obligations
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide M&A counsel with a thorough understanding of going-private transactions, including strategic considerations, fiduciary duty issues, procedural safeguards, and required disclosures.
- Current market trends
- Incentives to take a public company private
- Minority squeeze-outs
- State of the financing markets
- Implications of the current operating environment
- Key considerations
- Litigation risks
- Disclosure obligations--Rules 13e-3, 13D
- Timing considerations
- Competing offers
- Fiduciary duties, procedural safeguards, and "fairness"
- Affiliate issues
- Standard of judicial review
- Special considerations for MLPs/PTPs
- Structuring the transaction--one-step vs. two-step merger
The panel will review these and other key issues:
- What are the current market incentives for taking a public company private?
- What federal and state laws govern going-private transactions?
- What special requirements does SEC Rule 13e-3 impose, and when does it apply?
- How do going-private transactions increase fiduciary duty liability exposure for corporate directors and controlling shareholders?
- What are the key strategic considerations that companies must consider when planning going-private transactions?
Managing Director, Co-Head of Industrials M&A
Mr. Grabos has been an investment banker for 25 years. He is responsible for advising management teams and boards of... | Read More
Mr. Grabos has been an investment banker for 25 years. He is responsible for advising management teams and boards of directors on a variety of M&A-related transactions within the Diversified Industries sectors. Prior to his current role, Mr. Grabos was at J.P. Morgan for over 20 years. Most recently as a Managing Director in J.P. Morgan’s Mergers & Acquisitions Group in New York. Prior to that, he held various roles within Investment Banking Coverage and Syndicated Leverage Finance with a particular focus on private equity transactions. In addition to spending many years in the U.S., Mr. Grabos spent seven years in J.P. Morgan’s M&A Advisory Group in London originating and executing transactions.Close
Phillip R. Mills
Davis Polk & Wardwell
Mr. Mills practices in the firm’s Mergers and Acquisitions Group, advising on domestic and cross-border... | Read More
Mr. Mills practices in the firm’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.Close