Tender Offers and the New Streamlined Process for Deal Structuring
Navigating DGCL 251(h) and Timing Issues for Back-End Mergers
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide an overview of Section 251(h) of the Delaware General Corporation Law, including the legal landscape prior to its adoption and the impact it is likely to have on deal structuring in the form proposed.
- Timing issue of two-step tender offers, and how the market has attempted to address it
An overview of new Section 251(h)
- Description of Section 251(h) and its adoption
- Likely impact of Section 251(h) on private equity sponsors and others using debt financing
- Important considerations related to the use of “two-step” merger structures
The panel will review these and other key questions:
- What structuring problems does Section 251(h) address for deal counsel?
- How did the market attempt to address these problems prior to adoption of the rule?
- What impact is the rule likely to have on deal structuring going forward?
- What key questions does the language of Section 251(h) raise for counsel?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Crowell & Moring
He has 18 years of corporate law and M&A experience and is Senior Counsel in the firm’s Corporate Group.... | Read More
He has 18 years of corporate law and M&A experience and is Senior Counsel in the firm’s Corporate Group. His M&A practice consists mainly of buy-side and sell-side work and takeover defense in the technology and life science industries, including domestic and cross-border deals.Close
A. Thompson Bayliss
Abrams & Bayliss
Mr. Bayliss' practice concentrates on high stakes litigation involving Delaware corporations and other business... | Read More
Mr. Bayliss' practice concentrates on high stakes litigation involving Delaware corporations and other business entities and transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law. He was selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers.Close
Simpson Thacher & Bartlett
He specializes in mergers and acquisitions, corporate and securities laws, and corporate governance. His practice... | Read More
He specializes in mergers and acquisitions, corporate and securities laws, and corporate governance. His practice focuses on representing public and private companies and private equity firms in M&A transactions, leveraged buyouts, joint ventures and other direct investments.Close