Poison Put Provisions in Debt Financing: Lessons on Enforceability From Recent Cases
Navigating Change-in-Control Provisions That Protect Against Shareholder Activists and Hostile Takeovers
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will discuss the evolving use of poison put provisions in debt financings, various forms of poison put scenarios and the recent case law developments on the enforceability of these provisions.
Outline
- Evolving use of poison put provisions in debt financings
- Various forms of poison put scenarios
- Case law developments on the enforceability of poison put provisions
Benefits
The panel will review these and other key issues:
- How has the use of poison puts in debt financings evolved in recent years?
- What are the various forms of poison puts to address a change in control of the board?
- How have courts addressed the enforceability of poison put provisions?
Faculty
Kai Haakon E. Liekefett
Partner
Vinson & Elkins
Mr. Liekefett is the head of Vinson & Elkins’ Shareholder Activism Response Team and a corporate partner with... | Read More
Mr. Liekefett is the head of Vinson & Elkins’ Shareholder Activism Response Team and a corporate partner with more than decade of experience practicing in Houston, New York, London, Duesseldorf, Hong Kong and Tokyo. He has extensive experience advising both target companies and activists on shareholder activism campaigns, including proxy contests and just vote no campaigns. Moreover, he advises domestic and international companies, both strategic and private equity investors, as well as financial advisors, in connection with public and private mergers and acquisitions.
CloseMuir Paterson
Managing Director
Goldman Sachs & Co.
Mr. Paterson is a senior member of the Mergers & Acquisitions Group, focused on advising clients... | Read More
Mr. Paterson is a senior member of the Mergers & Acquisitions Group, focused on advising clients globally on how to prepare for and respond to shareholder activism and hostile mergers and acquisitions. Prior to joining the firm, Muir worked at Wellington Management Company, where he served as director of corporate governance and was responsible for governance analytics, proxy voting and company engagement.
CloseDavid W. Wicklund
Partner
Vinson & Elkins
Mr. Wicklund's practice focuses primarily on complex acquisition and leveraged financings. He has experience... | Read More
Mr. Wicklund's practice focuses primarily on complex acquisition and leveraged financings. He has experience representing private equity sponsors and their portfolio companies and other public and private borrowers (both investment grade and non-investment grade) in a variety of domestic and cross-border financings, in the context of acquisitions and otherwise. His experience extends to the areas of syndicated loans, high-yield bond offerings, asset-based facilities and uni-tranche facilities, as well as representing lenders in connection with mezzanine financings.
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