Responding to an Unsolicited Acquisition Offer: Board Fiduciary Duties and Strategic Considerations
Advance Preparation, Conflicts of Interest, Application of the Business Judgement Rule
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine critical issues that directors and their counsel should consider in evaluating and responding to an unsolicited acquisition offer. The panel will discuss steps a company can take to prepare in advance for a takeover bid and suggested procedures for mounting an effective response when an unsolicited offer is received.
Outline
- Takeover bids in the current environment
- Key players: bidder, management, the board, shareholders, regulators
- Designing a strategic plan for responding to unsolicited offers
- Board of director duties
- Identifying conflicts of interest; determining need for special committee
- How the type or structure of the offer can affect the response
- Application of the business judgement rule
- Retaining management and other operational considerations
- Takeover defense strategies
Benefits
The panel will review these and other important questions:
- When do conflicts of interest arise for directors in responding to a takeover bid and how should they be addressed?
- What steps can be taken within the board and management to prepare in advance for unsolicited offers?
- Why is the distinction between a financial and strategic bidder important in fashioning a company's response?
- What takeover defense strategies can be put in place before (or after) a bid is received?
Faculty
Francis J. (Frank) Aquila
Partner
Sullivan & Cromwell
During the course of his career, Mr. Aquila has advised on deals totaling more than $1 trillion in value, including... | Read More
During the course of his career, Mr. Aquila has advised on deals totaling more than $1 trillion in value, including advising on more than $150 billion in 2015 and more than $100 billion in 2019. He has been called upon by global leaders such as Amgen, Andeavor, Anheuser-Busch InBev, Baxter International, Biohaven Pharmaceuticals, Canadian Pacific, Cheniere Energy, Cornerstone Building Brands, Diageo, Diebold Nixdorf, GameStop, Haleon, International Airline Group, Kering, Kraft, Navistar International, Novartis, Tiffany & Co. and United Rentals to advise them and their boards of directors on M&A, corporate governance, ESG, activism, proxy contests, unsolicited bids, ransomware attacks, short squeezes, crisis management and a range of matters affecting corporate policy and strategy. Mr. Aquila is a member of the firm’s Management Committee and is the firm’s Senior M&A Partner. Previously, he was Global Head of the firm’s M&A Practice and Co-Managing partner of the firm’s General Practice Group (the Firm’s global corporate practice).
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Christopher D. Barnstable-Brown
Partner
Wilmer Cutler Pickering Hale and Dorr
Mr. Barnstable-Brown's nationally recognized practice focuses on mergers and acquisitions, corporate governance and... | Read More
Mr. Barnstable-Brown's nationally recognized practice focuses on mergers and acquisitions, corporate governance and corporate finance transactions, with particular emphasis on the technology, finance and life sciences industries. He has extensive experience advising public and private companies and private equity sponsors in matters involving domestic and international mergers and acquisitions, strategic investments, joint ventures and asset sales. Mr. Barnstable-Brown is a trusted advisor to issuers, underwriters and lenders in domestic and international financing transactions, including public and private offerings of debt and equity securities, as well as solutions-focused advice to emerging growth companies during all stages of their lifecycles, including with respect to corporate organization, governance, venture and mezzanine financings and sales transactions.
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