M&A Deal Protection Terms: Leveraging Recent Court Decisions

Description

Interloper involvement in merger deals in recent years has pushed buyers and sellers to aggressively negotiate deal protection provisions in merger agreements. No-solicitation clauses, matching rights, fiduciary outs and other provisions are all common features of today’s merger and acquisition (M&A) transaction.

Deal protections in many high-profile transactions have been tested by interlopers or come under court scrutiny, including in In re Compellent, In re Transatlantic, Dollar Thrifty, NACCO and other cases. The implications of these key Delaware court rulings are important for deal counsel.

Counsel advising buyers and sellers should carefully evaluate which deal protection provisions are most suitable under the circumstances and strategically negotiate and draft these clauses when structuring deals.

Listen as our panel of M&A attorneys discusses recent developments in deal protections, including no-shop clauses, matching rights, fiduciary outs, and change of recommendation provisions. In addition, the panel will discuss key implications arising from the Delaware courts' decisions in In re Compellent, In re Transatlantic, Dollar Thrifty, and other cases.