M&A Deal Protection Terms: Leveraging Recent Court Decisions
Negotiating No-Solicitation, Standstill, Fiduciary Outs, Matching Rights, and Change of Recommendation Provisions
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide guidance for drafting contractual deal protection terms and addressing related legal issues in public company mergers and acquisitions (M&A). The panel will discuss pre-signing deal protections, no-solicitation clauses, matching rights, fiduciary outs, and change of recommendation clauses.
- Pre-signing deal protections
- Exclusivity agreements: Global Asset Capital L.L.C. v. Rubicon US REIT Inc.
- Standstill agreements: Celera; Transatlantic
- Deal protections
- Recent cases/litigation: In re Compellent; NACCO; Dollar Thrifty
- No-solicitation clause
- Matching rights
- Fiduciary outs
- Change of recommendation clauses
- Litigation issues regarding deal protections
The panel will review these and other key questions:
- What pre-signing deal protection provisions should be included when negotiating a deal?
- How does the decision in Global Asset Capital L.L.C. v. Rubicon US REIT Inc. affect exclusivity provisions?
- How do recent Delaware decisions such as In re Compellent, In re Transatlantic, Dollar Thrifty, and NACCO, impact deal protection provision negotiation strategies in M&A deals?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Steven M. Haas
Hunton & Williams
Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on... | Read More
Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on corporate governance issues, including shareholder meeting disputes, internal investigations and fiduciary duty litigation. He authored chapters on stockholder rights and director duties in the treatise Corporate Governance: Law and Practice and is a speaker on corporate governance and M&A issues.Close
Bradley C. Faris
Latham & Watkins
His practice focuses on public and private mergers and acquisitions, with a particular interest in friendly and... | Read More
His practice focuses on public and private mergers and acquisitions, with a particular interest in friendly and unsolicited tender offers and proxy contests, takeover defense counseling and advising independent directors in conflict of interest transactions. He has represented both buyers and sellers in M&As. He is a published author on M&A topics.Close
A. Thompson Bayliss
Abrams & Bayliss
Mr. Bayliss' practice concentrates on high stakes litigation involving Delaware corporations and other business... | Read More
Mr. Bayliss' practice concentrates on high stakes litigation involving Delaware corporations and other business entities and transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law. He was selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers.Close