Corporate & Securities

Mergers & Acquisitions

Recorded on: Feb. 5, 2010

SPEAKER 1: Welcome back from lunch everybody. This is going to be our private equity panel. We should have some fun on this one. In this panel we're going to focus on the recently issued private equity principles paper that was published by the Institutional Limited Partners Association that has gotten a lot of attention from both the L.P. and G.P. communities. For those not familiar with ILPA, it's an organization based in Canada that has, as its ...

Recorded on: Mar. 10, 2010

FRANK: From the very first program segment this morning, one of the topics that has come up repeatedly, and certainly in the very last panel came up quite a bit, is financing. And while that has always been an issue in going private transactions and private equity transactions, it has never been more of an issue than what we've seen in the last two years or so. And we have two terrific drug speakers to talk about this. First is, to Nancy's right, ...

Recorded on: Mar. 10, 2010

LAUREN ESPOSITO: Good morning my name is Lauren Esposito and I'm a program attorney with the Practising Law Institute. It is my pleasure to welcome you to Going Private 2010: Doing the Deal Right. A welcome to our webcast attendees and a special thank you to those of you who made it in the snow storm. The chairs of today's program are Frank Aquila and Nancy Wojats. Frank is a partner at Sullivan and Cromwell. He advises a broad range of clients on ...

Recorded on: Mar. 10, 2010

OK. First, I guess, is there any questions, either in the room or on the web, about really anything that we've covered, or have talked about today? because I know we've covered a pretty wide area in a relatively short period of time. So is there anything that anyone has as a question? NANCY: Actually, let me just raise a couple of questions that kind of came up during the course of this thing. So special committee compensation. I think there was ...

Recorded on: Mar. 10, 2010

MODERATOR: OK. We're going to start our next panel on key issues in negotiation. And our first panelist is Michael Aiello. He is a Partner at Weil Gotshal. And he is a member of the M&A practice at Weil Gotshal. Next to Michael is Eileen Nugent. She is a Partner at Skadden Arps. She is the leader and co-head of the firm's Private Equity Group. And next to Eileen is Clair O'Brien, who is a Partner at Sherman & Sterling. And she's worked on ...

Recorded on: Mar. 10, 2010

WILLIAM ALLEN: Thank you Nancy. Good morning, its a pleasure to be with you today and following what I thought was really a fascinating and interesting first panel. We're going to turn from the business side to the legal side. The mission of our panel is to provide some overview of the judicial review, the back end, the extreme back end of transactions. When, after its all done and there's a law suit -- as there always is -- how is a court going ...

Recorded on: Mar. 10, 2010

FRANK: OK, we're going to get started again. Now we're, as you can tell, the pattern of the day is to go from the very broad to the more specific. So we're going to start to get a little bit more specific. And as I think everyone knows, in many going private situations, the special committee is called for. And to some extent, many directors sort of react to any proposal that may have any issues surrounding it with saying, oh, don't we need a special ...

Recorded on: Mar. 23, 2010

LAUREN ESPOSITO: My name is Lauren Esposito, and I'm a program attorney with the Practising Law Institute. It's my pleasure to welcome you to Doing Deals 2010, Understanding Transactional Practice. A welcome to our webcast attendees, as well. The chair of today's program is Igor Kirman. Igor is a partner in the corporate department of Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, corporate governance, ...

Recorded on: Mar. 23, 2010

SPEAKER 1: OK. I'm going to welcome you back. I know some people are still in the snack room there, and those you of you on the Web-- I want to sort of stay on time. Let me just do a quick introduction of the panel that I promised you would be anchoring this program. It's the heavyweight panel, the exciting one where hopefully all the things you've learned previously today will come into play-- all the basics. This is truly what I'd call a treat, ...

Recorded on: Mar. 23, 2010

IGOR: Welcome back, everyone. Why don't we get started. I know people are still filing in, and I just want to be a little bit on time because of the web audience. I want to introduce our third panel. And conceptually, I told you about this panel in my introductory remarks, because I think they'll probably have some pretty interesting insights into the very guts of an agreement, and some of the deal considerations that accompany it. So first, let ...

Recorded on: Mar. 23, 2010

IGOR KIRMAN: OK, I want to welcome you back. I know some of you are still filling back in, but let me introduce this panel to my left. Nicole Clark, a former colleague of mine at Wachtell, who's now in Texas, so she has the distinction of being the faculty member who traveled the furthest to get here, so always appreciative of her presence. She is basically a general corporate M&A, a private equity attorney, specializes in a lot of things that-- ...

Course Handbook on CD-ROM from the program The Corporate Tax Practice Series: Strategies for Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2009, held October, 2009.

Published: November 2010
Last Updated: April 2013

Recorded on: Jan. 6, 2011

ALYSSA A. GRICKSCHEIT: I was going to say, I'll take advantage of the pause to tell people to be interactive with this section. This is a very long section on acquisition agreements. There is a lot of material, so feel free to ask questions along the way. We don't mind being interrupted. In fact, it makes it more interactive and and the material more tailored to what you're interested in. So I would like very much to welcome Gavin Solotar. He's a ...

Recorded on: Jan. 6, 2011

ALYSSA A. GRISKSCHEIT: Welcome back, everybody made it back from lunch. The next topic is equity agreements and we have here Kevin Sheridan. He is a partner at Bingham McCutchen. He has a broad transactional practice and we will welcome Kevin. Thank you. L. KEVIN SHERIDAN, Jr.: Is the mic working? Can you hear me O.K.? O.K. great. So I think this is my fifth or sixth year teaching in this drafting corporate agreements course and I've rotated among ...

Recorded on: Jan. 6, 2011

SPEAKER 1: Welcome back. We are now moving on to enforcement and ethics. So we're going to hear first from Jackie Rubin. She's on the litigation side at Paul Weiss. And welcome Jackie. JACQUELINE RUBIN: Thank you. Hello everybody. I'm a partner at Paul Weiss and I practice general litigation. And I understand the main focus of this course is on drafting corporate agreements. Litigators have a particularly unique perspective on corporate agreements ...

Recorded on: Jan. 6, 2011

GRACE O'HANLON: My name Grace O'Hanlon, and I'm a program attorney with the Practising Law Institute. It's my pleasure to welcome you to our program, Drafting and Negotiating Corporate Agreements 2011. A welcome to our group cast and webcast attendees as well. Now it's my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK, we're going to move on to our next speaker, Adam Fox, who's a partner, my own partner at Dechert. Adam is a transactional lawyer, pretty broad based transactional practice both in public and private arena. And he's going to be speaking to us today about deal protections. ADAM M. FOX: Thanks, Richie. So today I am going to discuss deal protection measures in public M&A. These are provisions negotiated among acquirers and ...

Recorded on: Jan. 27, 2011

CORINNE BALL: One may wonder why it is that someone that does a lot of distressed M&A is so focused on boards and fiduciary duties. And I must say that's something that Rich and I debated for a number of years. But rest assured that where all your advice gets tested, our cases are the margin, and they certainly get tested in bankruptcy course where there's-- So we are constantly concerned with this. And that's one of the reasons I want to talk ...

Recorded on: Jan. 27, 2011

STUART M. FINKELSTEIN: Good morning. Little do you know, this is going to be the highlight of your day, talking for two hours about tax. Now, actually, to help me a little bit, there are no tax people here, right? Anyone here a tax person? No one really willing-- ah, we have one that's willing to admit it. The rest are corporate types? Yes? Pretty much? OK. Any repeat customers? Anybody that's been to a seminar here before this seminar? No. OK. Good. ...

Recorded on: Jan. 27, 2011

KELLEY D. PARKER: I'm going to try and cover six topics in Planning the Transaction, confidentiality agreements, letters of intent, structuring, in particular whether you use a two step or a one step model, special committees, management roles, particularly in LBO's, and fairness opinions. And that's a lot. And I could spend two hours on each to topic. But I'm going to try. And when I was planning I tried to pick out the things that I think are interesting ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK, we're going to get started again. Pleased to introduce our next speaker, Jonathan Knee. Jonathan is a Senior Manning Director at Evercore. He's also Adjunct Professor at Columbia Business School and has written a couple of books, which he may shamelessly promote during this segment. He's going to be talking to us about the financing of a transaction from the investment banking perspective. JONATHAN A. KNEE: Great. Richard ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK. We're going to get started again. The next topic is one that I'm going to be covering, and that is the negotiation of the purchase agreement. When you think about negotiating a merger agreement or an acquisition agreement, the first thing you think about are the kinds of representations that the parties will be making to each other, even in terms of selecting even an appropriate form of agreement and beginning. If there's ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: We're going to move right into our next speaker, James Walker. James Walker is general counsel to Richards Kibbe and Orbe. He's got a long history and background involved in the area of ethics. He's written numerous opinions on ethics. And has represented lawyers and law firms in ethical investigations. He's going to be addressing ethical issues in the context of M&A transactions. JAMES Q. WALKER: Good afternoon. I thought ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK, so we're going to get going again. We're up to the last segment of the program. I'd like to introduce Ernie Wechsler, who's a partner at Kramer Levin. Practice is a pretty broad based transactional practice. Been practicing for quite a number of years. I've known Ernie both as a-- formally work with me in the firm, and I've known him for many years. And he's an excellent lawyer. And I thought he would be great choice to do ...