M&A 2017 Delaware Update: Standard of Deal Review, Appraisal Rights, D&O Fiduciary Duties

Implications of Important Rulings for Planning, Negotiating and Drafting Deal Documents

A live 90-minute CLE webinar with interactive Q&A


Thursday, September 28, 2017 (in 7 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will discuss the implications of 2016 and 2017 Delaware court decisions for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on the standard of review in the third-party merger context, appraisal rights actions and more.

Description

The Delaware courts issued several significant rulings in 2016 and 2017 addressing important issues for M&A practice. Recent rulings continue to clarify the appropriate standard of review in M&A transactions in the wake of Corwin v. KKR Financial Holdings LLC.

Appraisal rights actions and D&O fiduciary duties also continue to be the subject of Delaware decisions.

Listen as our panel of experienced M&A attorneys reviews key Delaware court decisions issued during 2016 and 2017 and their impact on M&A practice. The panel will explain legal and practical tactics for corporate and deal counsel negotiating and litigating deals in 2017 and beyond.

Outline

  1. Key 2016 and 2017 Delaware rulings
    1. Standard for deal review
    2. Appraisal rights
    3. D&O fiduciary duties
    4. Private company merger issues
  2. Implications and best practices for M&A transactional attorneys and litigators

Benefits

The panel will review these and other key issues:

  • How have the Delaware courts addressed the standard for deal review in recent cases?
  • How will the 2016 and 2017 Delaware decisions reshape the way deals are structured and litigated?
  • What are best practices for M&A transactional attorneys and litigators in 2017 and beyond?

Faculty

Michael D. Allen, Director
Richards Layton & Finger, Wilmington, Del.

Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, proxy contests, stockholder meetings, and corporate governance issues. His practice also involves rendering legal opinions on Delaware corporate law issues and he is a frequent speaker regarding Delaware law developments.

Samuel T. Hirzel, Partner
Heyman Enerio Gattuso & Hirzel, Wilmington, Del.

Mr. Hirzel specializes in litigation in the Court of Chancery of the state of Delaware as both lead and Delaware counsel. He has litigated matters involving, among other things, class and derivative actions, corporate governance, mergers and acquisitions, advancement and indemnification, appraisal, contested elections, trade secrets, covenants not to compete, and alternative entities.

Patricia O. Vella, Partner
Morris Nichols Arsht & Tunnell, Wilmington, Del.

Ms. Vella regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees.


Live Webinar

Live Webinar $297.00

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

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Recordings

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Webinar

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Mergers and Acquisitions Law Advisory Board

Charles H. Baker

Partner

O’Melveny

Igor Kirman

Partner

Wachtell Lipton Rosen & Katz

Kevin C. Logue

Partner

Paul Hastings Janofsky & Walker

Mark D. Williamson

Principal

Gray Plant Mooty

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