M&A Delaware Update: Material Adverse Effect Post-Akorn, Standard of Deal Review, Appraisal Rights, D&O Fiduciary Duties
Implications of Recent Case Law for Planning, Negotiating, and Drafting Deal Documents
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will discuss the implications of 2018 and 2019 Delaware court decisions for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on the standard of review in the third-party merger context, appraisal rights actions, and more.
- Key 2018 and 2019 Delaware rulings
- Standards for deal review
- Appraisal rights: Aruba
- D&O fiduciary duties
- Material adverse effect: Akorn, Boston Scientific
- Breach of fiduciary duty by an activist investor
- Enforcement of "end date" in merger agreement: Rent-a-Center
- Private company merger issues
- Implications and best practices for M&A transactional attorneys and litigators
The panel will review these and other highly relevant issues:
- How have the Delaware courts addressed the standard for deal review in recent cases?
- How will the 2018 and 2019 Delaware decisions reshape the way deals are structured and litigated?
- What are best practices for M&A transactional attorneys and litigators in 2019 and beyond?
Michael D. Allen
Richards Layton & Finger
Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory... | Read More
Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, proxy contests, stockholder meetings, and corporate governance issues. His practice also involves rendering legal opinions on Delaware corporate law issues and he is a frequent speaker regarding Delaware law developments.Close
Samuel T. Hirzel
Heyman Enerio Gattuso & Hirzel
Mr. Hirzel specializes in litigation in the Court of Chancery of the state of Delaware as both lead and Delaware... | Read More
Mr. Hirzel specializes in litigation in the Court of Chancery of the state of Delaware as both lead and Delaware counsel. He has litigated matters involving, among other things, class and derivative actions, corporate governance, mergers and acquisitions, advancement and indemnification, appraisal, contested elections, trade secrets, covenants not to compete, and alternative entities.Close
Ryan D. Stottmann
Morris Nichols Arsht & Tunnell
Mr. Ryan’s litigation practice focuses on corporate and commercial litigation in the Delaware Court of Chancery... | Read More
Mr. Ryan’s litigation practice focuses on corporate and commercial litigation in the Delaware Court of Chancery and appeals before the Delaware Supreme Court. He has served as lead counsel and co-counsel to companies, stockholders and directors in appraisal and fiduciary duty litigation, trade secrets and licensing cases, employee non-compete and non-solicitation matters, statutory matters arising under Delaware corporate and alternative entity laws, and post-closing indemnification and escrow disputes arising from merger, stock purchase or asset purchase agreements.Close