Shareholder Activism in M&A: Anticipating and Responding to Shareholder Challenges
Planning for Activist Objections to Board Representation, Deal Price and Appraisal Rights When Negotiating Deals
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide deal counsel with a review of the latest trends in activism by shareholders in response to planned M&A. The panel will outline practical steps for deal counsel to anticipate and manage challenges by shareholders.
Outline
- Current trends in shareholder activism in M&A deals
- Board representation
- Deal price
- Appraisal rights
- Preparing for shareholder challenges
- Communicating with shareholders
- Soliciting shareholders’ concerns up front
- Identifying vulnerabilities in a transaction
- Negotiating provisions in a merger agreement
- Responding to and defending shareholder challenges
Benefits
The panel will review these and other key issues:
- The most common challenges activist shareholders make against public M&A transactions
- Steps that deal counsel can take to prepare in advance for activist shareholders when planning and negotiating a deal
- Strategies for responding to activism and minimizing the likelihood of future challenges
Faculty
Kai Haakon E. Liekefett, Esq.
Vinson & Elkins
Mr. Liekefett's practice focuses on mergers and acquisitions and shareholder activism. He has extensive experience... | Read More
Mr. Liekefett's practice focuses on mergers and acquisitions and shareholder activism. He has extensive experience with shareholder activism, including proxy contests and just vote no campaigns, advising both target companies and activists. He also regularly advises clients with respect to corporate governance matters. His experience extends to advising domestic and international companies, both strategic and private equity investors, as well as financial advisors in connection with public and private transactions, including mergers, stock and asset acquisitions, negotiated and hostile tender offers, divestitures and joint ventures.
CloseWilliam P. Mills
Partner
Cadwalader Wickersham & Taft
Mr. Mills concentrates his practice in the area of corporate law, with emphasis on mergers and acquisitions, securities... | Read More
Mr. Mills concentrates his practice in the area of corporate law, with emphasis on mergers and acquisitions, securities law, corporate finance and corporate governance. He represents clients in a wide range of complex transactions, including mergers, acquisitions, divestitures, public and private securities offerings, proxy contests, spin-offs, restructurings, leveraged buyouts, tender offers, exchange offers, and joint ventures. He advises listed public companies in the areas of corporate governance, crisis management, executive compensation, contractual negotiations, and general regulatory compliance.
CloseDarren Novak
Senior Vice President
Houlihan Lokey
Mr. Novak specializes in advising companies on public and private M&A transactions, particularly in activist... | Read More
Mr. Novak specializes in advising companies on public and private M&A transactions, particularly in activist shareholder situations and unsolicited transactions. Before joining Houlihan Lokey, he was an M&A partner at Davies Ward Phillips & Vineberg LLP, a pre-eminent U.S.-Canada cross-border law firm, leading domestic and cross-border M&A transactions in a variety of industries, and specialized in hostile transactions. Prior to this, he worked in the M&A departments at Simpson Thacher & Bartlett LLP, representing private equity firms, as well as at White & Case LLP. During his career, he has focused on public M&A, with a particular emphasis on activist situations, unsolicited transactions, cross-border (Canada and Europe), and private equity transactions.
CloseGary Finger
Director
Houlihan Lokey
Mr. Finger is a Director in Houlihan Lokey's New York office. He is a member of... | Read More
Mr. Finger is a Director in Houlihan Lokey's New York office. He is a member of the M&A Group and the M&A Committee. During an investment banking career spanning nearly three decades, he has been responsible for a variety of public and private M&A assignments in a broad range of industries. He has represented corporate clients and boards, hedge funds and hostile raiders.
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