Why you should attend
Delaware law plays a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment. This unique annual program focuses on the important Delaware corporate law developments over the past year and the practical impact on your corporate or legal practice. The very top Delaware corporate law experts from the Delaware judiciary, leading law firms and corporations, and academia, will examine the latest case law and practical trends and share their real-world experiences, insights and advice on the issues of greatest concern to the corporate/securities legal community.
What you will learn
- Recent developments in Delaware law: a two-hour discussion of recent opinions of the Delaware Supreme Court and Court of Chancery by leading Delaware practitioners
- Current state of poison pills
- Disclosures and Delaware law
- Trends in deal terms and structure
- An update on Revlon and board obligations
- Ethical issues in Delaware law (receive one hour of ethics CLE credit!)
Who should attend
This program is designed for outside counsel, corporate counsel, corporate directors, corporate committee members, investment bankers, consultants and other professionals who need to know the latest developments and important issues in Delaware corporate law.
Morning Session: 9:00 a.m. - 12:00 p.m.
9:15 Recent Developments in Delaware Law
- Southern Peru and lessons for special committees and their advisors
- The re-emergence of quasi-appraisal claims in disclosure cases outside the core area of appraisal rights
- Update on Section 220 books and records cases: VeriFone Holdings; Hewlett Packard Co.and Dell, Inc.
- Multi-district litigation in M&A matters: Managing and settling cases
- Reverse triangular mergers and anti-assignment and change of control clauses
Moderator: Stephen P. Lamb
Speakers: Anne C. Foster, William M. Lafferty, Elizabeth M. McGeever, Theodore N. Mirvis, Pamela S. Tikellis, Edward P. Welch, Donald J. Wolfe, Jr.
11:00 Deal Lawyers Roundtable
- Top transactional lawyers discuss, in a roundtable format:
- How they advise their clients with respect to pre-signing market checks, post-signing checks and deal protection
- How the possibility of stockholder litigation affects they way in which they structure deals
- Corporate governance issues in the context of M & A
Moderator: Gregory P. Williams
Speakers: Richard E. Climan, Jane D. Goldstein, Justin G. Hamill, Peter D. Lyons
12:00 Keynote Address
Hon. Jack B. Jacobs, Justice, Delaware Supreme Court
Afternoon Session: 1:45 P.M. - 5:00 P.M.
1:45 What Does Academic Research Have To Say About Selling A Public Company?
- How bid mechanics work when examined across a wide sample of deals
- How termination fees, match rights, and other defenses affect sale outcomes
- How single-bidder strategies compare with multi-bidder processes
- Evidence on the current state of merger litigation from a recent data set
Moderator: Hon. J. Travis Laster
Speakers: Professor John C. Coates, Professor Brian JM Quinn
3:00 Recent Developments with LLCs and Limited Partnerships
- Statutory amendments and case law developments regarding LLCs, LLPs and Delaware business trusts
- Conflicts committees: what they are and how they work
- Interpretation of governing agreements
- The entity of choice: which alternative should you use?
Moderator: Hon. J. Travis Laster
Speakers: Allison L. Land, Matthew J. O’Toole, Melissa K. Stubenberg
4:00 He Did What?! He Said What?! Ethical Issues in Representing Representative Clients
- This panel will discuss the challenges counsel face when representing or opposing representative clients
- What are the ethical obligations of counsel when they learn facts that may undermine a representative plaintiffs’ adequacy to be a class representative?
- Are the practical rules, as well as ethical practices, regarding plaintiff trading in the stock of a defendant evolving, and if so, how?
- Does the way in which a shareholders’ lawyer meets her client matter? Should the Court care about press releases soliciting plaintiffs?
- War stories about representative plaintiffs from both sides of the V.
- This panel will also discuss issues that arise in depositions, whether or not the witness is a representative plaintiff
- How do the Delaware rules and practices relating to communications with a witness during a deposition differ from typical federal rules?
- The panelists will discuss what they have seen lawyers say and do with clients during depositions
- What are the pros and cons of each policy approach?
- Should the federal rules be changed to be more like Delaware, or vice versa?
Moderator: Mark Lebovitch
Speakers: Stuart M. Grant, Lewis T. LeClair, Lynn K. Neuner
Stephen P. Lamb
~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: email@example.com.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.