This is a webcast of the live New York session.Why you should attend
What better way to learn about M&A litigation than from the attorneys that litigate the nation’s most important M&A disputes and the judges who preside over them? We have assembled judges from the Delaware Supreme Court and the Court of Chancery - the most experienced and respected courts on M&A matters - and distinguished M&A litigators to give you their perspectives on the best ways to handle corporate M&A disputes.
Whether you are just embarking on a litigation career or are a veteran of fast-paced, high-stakes merger disputes, this course will give you unique insights into M&A litigation. Our stellar faculty will provide you with proven strategies and tips to handle successfully every phase of a merger dispute.
What you will learn
Join the masters of M&A litigation to learn about:
- Disputing stockholder communications before the stockholder meeting
- Litigating over the conduct of the meeting and the vote
- Invoking (or escaping) entire fairness review in third party deals
- Attacking and defending controlling stockholder takeouts
- Mastering Delaware’s evolving approach to deal protection measures
- Evaluating remedies tied to deal protection measures
- Understanding the continuing debate over “Don’t Ask-Don’t Waive” standstills
Who should attend
This program is directed towards litigators and deal attorneys at all levels of experience, as well as in-house counsel at companies that face M&A litigation.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.D.T.
Afternoon Session: 1:30 p.m. - 5:00 p.m. (E.D.T.)
1:30
Introduction and Opening Remarks
David R. Marriott
1:45
Addressing Disputes Over Stockholder Meetings
- Disputing Stockholder Communications Before the Stockholder Meeting
- What has Delaware done with the materiality standard?
- Can contractual restraints limit the duty of disclosure?
- How long do stockholders need to absorb supplemental disclosures?
- Litigating Over the Conduct of the Meeting and the Vote
- What standard of review applies to a tactical adjournment?
- Where does Delaware stand on “vote buying” after Crown Emak?
- Is the ability to split the voting power attributable to stock ownership from the economic interest an evil or a good?
A. Thompson Bayliss, Gary A. Bornstein, Stephen P. Lamb, Edward B. Micheletti
2:45
New Trends in Controlling Stockholder Litigation
- Invoking (or Escaping) Entire Fairness Review in Third Party Deals
- When are stockholders “competing” with one another for “portions of consideration” under Hammons?
- How have infoGroup and Synthes changed the landscape?
- When does Lynch’s concern about retaliation dissipate?
- How do Delaware courts treat control premiums?
- Attacking and Defending Controlling Stockholder Takeouts
- Did Southern Peru kill the benefit of the burden shift under Lynch?
- How has the “unified standard” changed the landscape?
- Does a Special Committee need the full power and authority of the Board?
Stuart J. Baskin, Anne C. Foster, William M. Lafferty, Hon. Henry duPont Ridgely
3:45
Networking Break
4:00
Litigating Over Deal Protections in the Court of Chancery
- Mastering Delaware’s Evolving Approach to Deal Protection Measures
- What is left of Unocal scrutiny?
- Does “standard” deal protection get any review in Delaware these days?
- What happened to the business judgment rule?
- Evaluating Remedies Tied to Deal Protection Measures
- When should a court strike down portions of a merger agreement?
- Under what circumstances should a buyer “pay” for process flaws?
- When are damages the best remedy available?
- Understanding the Continuing Debate Over “Don’t Ask-Don’t Waive” Standstills
- What is the state of “Don’t Ask-Don’t Waive” provisions after Complete Genomics and Ancestry.com?
- When are “Don’t Ask-Don’t Waive” provisions legitimate (and when may they violate the Board’s fiduciary duties)?
Peter E. Kazanoff, Theodore N. Mirvis, Hon. John W. Noble, Pamela S. Tikellis
5:00
Program Adjourns
Chairperson(s)
Speaker(s)
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
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.