November 7, 2024
12:00 pm – 1:30 pm
Webinar – Virtual
This webinar will address common legal issues and questions that parties, including acquirors/targets, directors, counsel, and financial advisors, encounter in mergers & acquisitions, as well as the impact of recent developments in Delaware and other relevant case law. Some of the topics to be covered include, among other things: considerations when selecting legal and financial advisors, when do Revlon duties apply, what does it mean for a seller to select a value maximizing offer, how does a buyer’s stock as consideration complicate matters, what work does a Board need to do in order to obtain fairness opinion, what to do if a potential deal leaks, common issues between the signing and closing of a transaction, changes to standard of practice requires based on recent Delaware decisions. The participants will also address some more thorny legal issues that arise in complex M&A situations, including transactions involving controlling stockholders, and responding to unsolicited offers and under what circumstances can the target just say NO. The participants will focus on board-level and practical considerations and takeaways in these challenging scenarios.
Click HERE to watch the video.
Participants:
- Elina Tetelbaum, Partner, Wachtell, Lipton, Rosen & Katz, Moderator
- Eddie Dixon, former Senior Vice President, Chief Legal Officer and Secretary, National Instruments Corporation
- Nicole Martinet, former General Counsel and Corporate Secretary, PDC Energy, Inc.
- Shawn Liu, Managing Director, BOFA Securities, Inc.
- Andrea Rose, Partner, Joele Frank, Wilkinson Brimmer Katcher
- Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, Host
Materials:
- “Takeover Law and Practice: Current Developments,” Harvard Law School Forum on Corporate Governance, May 3, 2023
- “Mergers and Acquisitions—2024,” Wachtell, Lipton, Rosen & Katz, January 9, 2024
- “Takeover Response Checklist,” Wachtell, Lipton, Rosen & Katz, 2024
- Panelists’ Bio