M&A Transactions: Assessing D&O Fiduciary Duties
Mitigating Risks of Shareholder Litigation When Evaluating and Negotiating Deals
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide guidance for deal counsel and securities litigators to avoid and defend against shareholder lawsuits filed in response to an M&A deal announcement.
Outline
- Current trends in shareholder litigation
- Theories of liability
- Notable court rulings and settlements
- Strategies for defending litigation – business judgment rule and others
- Best practices to avoid shareholder litigation
- Evaluating a potential acquisition
- Dealing with conflicts of interest
- Observing corporate formalities
- Documenting the process
- Engaging an independent financial advisor
- Third-party fairness opinions
- Insurance coverage for shareholder claims
Benefits
The panel will review these and other key questions:
- What theories of liability are typically alleged by shareholders when filing breach of fiduciary duty lawsuits challenging an M&A deal?
- What are some effective strategies for corporate directors and officers defending against shareholder litigation?
- What proactive measures can directors and officers and their counsel take when evaluating and negotiating an M&A deal to mitigate the risks of shareholder suits?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Faculty
Thad Behrens
Partner
Haynes and Boone
He leads the firm's National Securities and Shareholder Litigation Practice. He frequently represents companies,... | Read More
He leads the firm's National Securities and Shareholder Litigation Practice. He frequently represents companies, directors and officers in securities fraud class actions, shareholder derivative cases, M&A litigation, proxy contest lawsuits, SEC investigations and internal investigations. He also advises clients on issues of corporate governance, fiduciary duty, public disclosure and ethical issues.
CloseErnest Martin, Jr.
Partner
Haynes and Boone
He concentrates his practice in the areas of complex insurance coverage litigation on behalf of corporate... | Read More
He concentrates his practice in the areas of complex insurance coverage litigation on behalf of corporate policyholders, including directors and officers' liability coverage claims, environmental coverage claims, securities coverage claims, property damage and business interruption claims, general liability coverage claims, and bad faith claims.
CloseTom D. Harris
Partner
Haynes and Boone
He has more than 20 years experience in acquisitions, divestitures, securities transactions and other corporate... | Read More
He has more than 20 years experience in acquisitions, divestitures, securities transactions and other corporate matters. He has represented both buyers and sellers in public and private sale-of-business transactions and has represented both issuers and underwriters in securities transactions. He also has represented independent committees of boards of directors.
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