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


Conducted on Wednesday, March 7, 2012

Recorded event now available

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Program Materials

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.

Description

Shareholder litigation seeking to enjoin merger transactions has become increasingly common. Suits typically allege that directors and officers of the acquiring and/or target companies breached their fiduciary duties by failing to exercise due diligence or to disclose a conflict of interest.

Defending against shareholder claims costs companies a significant amount of time and money. To minimize the risk of litigation, corporate directors and officers and their counsel should adhere to a formal process in evaluating and negotiating deals and fully and accurately document that process.

Listen as our authoritative panel—including a deal attorney and securities litigator—reviews current trends in shareholder suits alleging breach of fiduciary duties during M&A deals. The panel will analyze common theories of liability and outline best practices to avoid and defend against such suits.

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Outline

  1. Current trends in shareholder litigation
    1. Theories of liability
    2. Notable court rulings and settlements
    3. Strategies for defending litigation – business judgment rule and others
  2. Best practices to avoid shareholder litigation
    1. Evaluating a potential acquisition
    2. Dealing with conflicts of interest
    3. Observing corporate formalities
    4. Documenting the process
    5. Engaging an independent financial advisor
    6. Third-party fairness opinions
  3. 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
Thad Behrens

Partner
Haynes and Boone

He leads the firm's National Securities and Shareholder Litigation Practice. He frequently represents companies,...  |  Read More

Ernest Martin, Jr.
Ernest Martin, Jr.

Partner
Haynes and Boone

He concentrates his practice in the areas of complex insurance coverage litigation on behalf of corporate...  |  Read More

Tom D. Harris
Tom D. Harris

Partner
Haynes and Boone

He has more than 20 years experience in acquisitions, divestitures, securities transactions and other corporate...  |  Read More

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