M&A Transactions: Assessing D&O Fiduciary Duties

Mitigating Risks of Shareholder Litigation When Evaluating and Negotiating Deals

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, March 7, 2012

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course 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.


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.



  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


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.


Thad Behrens
Thad Behrens

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.

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

Haynes and Boone

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

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