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


Conducted on Thursday, August 30, 2012

Recorded event now available

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Program Materials

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.

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.

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Outline

  1. Pre-signing deal protections
    1. Exclusivity agreements: Global Asset Capital L.L.C. v. Rubicon US REIT Inc.
    2. Standstill agreements: Celera; Transatlantic
  2. Deal protections
    1. Recent cases/litigation: In re Compellent; NACCO; Dollar Thrifty
    2. No-solicitation clause
    3. Matching rights
    4. Fiduciary outs
    5. Change of recommendation clauses
  3. Litigation issues regarding deal protections

Benefits

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.

Faculty

Steven M. Haas
Steven M. Haas

Partner
Hunton & Williams

Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on...  |  Read More

Bradley C. Faris
Bradley C. Faris

Partner
Latham & Watkins

His practice focuses on public and private mergers and acquisitions, with a particular interest in friendly and...  |  Read More

A. Thompson Bayliss
A. Thompson Bayliss

Partner
Abrams & Bayliss

Mr. Bayliss' practice concentrates on high stakes litigation involving Delaware corporations and other business...  |  Read More

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