Public Company M&A: Transaction Structures, Securities Compliance, Avoiding Shareholder Litigation
One-Step vs. Two-Step Mergers, Conducting Tender/Exchange Offers, Regulatory Hurdles
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine the different approaches that can be taken in acquiring or merging with a U.S. public company and certain fundamental elements of a public company deal. The panel will also discuss the issues that can give rise to shareholder actions opposing a proposed merger and how to mitigate against such claims.
- Unique aspects of public company merger relative to a private company acquisition
- Latest trends in public company acquisitions
- Transaction structures
- One-step merger
- Two-step: tender offer or exchange offer followed by a "back-end" merger
- Associated timeline and deal terms for each structure
- Deciding on the approach to take
- Disclosure requirements
- Leaks and premature disclosures
- Stake-building consideration
- Timing for the announcement and customary deal rollout communications
- Pre-commencement filings
- Proxy statement versus tender offer disclosure requirements
- Key substantive disclosure requirements
- Stock deal disclosure requirements
- Shareholder litigation
- Strike suits--areas of focus in the process
- Appraisal actions--Delaware notice and other statutory conditions; recent case law
- Responding to shareholder claims
The panel will review these and other relevant issues:
- What are the securities disclosure requirements associated with a one-step merger? A two-step merger?
- How does state law figure into the merger process? What are the particular requirements in Delaware?
- What are best practices for conducting a tender or exchange offer to avoid any delays in the transaction?
- What are the most common shareholder actions that are brought in opposition to a proposed merger?
James J. Hu
White & Case
Mr. Hu is a first-chair M&A lawyer who counsels investors, boards of directors, senior executives and founders on... | Read More
Mr. Hu is a first-chair M&A lawyer who counsels investors, boards of directors, senior executives and founders on strategic, legal and business matters in all types of M&A transactions, including leverage buyouts, public company mergers, corporate carve-outs, minority investments and distressed situations. Mr. Hu advises transactions across the industry spectrum, with substantial experience in the technology, life science & healthcare and consumer space. Over the course of his career, Mr. Hu has advised on announced M&A transactions with an aggregate value of over $100 billion.Close
Phillip R. Mills
Davis Polk & Wardwell
Mr. Mills practices in the firm’s Mergers and Acquisitions Group, advising on domestic and cross-border... | Read More
Mr. Mills practices in the firm’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.Close
Kyle T. Seifried
Paul Weiss Rifkind Wharton & Garrison
Mr. Seifried’s practice focuses on public and private company acquisitions and divestitures, leveraged buyouts,... | Read More
Mr. Seifried’s practice focuses on public and private company acquisitions and divestitures, leveraged buyouts, cross-border transactions and securities transactions. He also regularly advises clients on activist defense, corporate governance and compliance matters, federal and state reporting obligations, takeover preparedness and other significant corporate matters. Additionally, Mr. Seifried has advised numerous investment banking clients in transactional and financial advisory work.Close