This webinar
addressed 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 covered included, 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 required based on recent Delaware
decisions. The
panelists also addressed 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
panelists focused on board-level and practical considerations and
takeaways in these challenging scenarios. The panelists were: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; and Lawrence
A. Cunningham, Director,
John L. Weinberg Center for Corporate Governance, Host.