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 successfully handle every phase of a merger dispute.
What you will learn
Join the masters of M & A litigation to learn about:
- Assessing the advantages of special committees after Southern Peru
- Predicting, awarding, timing and allocating corporate benefit fee awards
- Valuing derivative claims in connection with M & A transactions
- Invoking the reliance on counsel defense in deal litigation
- Pursuing appraisal and quasi appraisal in the Court of Chancery
- Litigating in the wake of Del Monte
- Mastering the motion to expedite in the Court of Chancery
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.
Afternoon Session: 1:30 p.m. - 5:00 p.m. (E.D.T.)
1:30 Introduction and Opening Remarks
Robert H. Baron
1:45 Tackling Procedure: Corporate Benefit Fee Awards and the Motion to Expedite
- Predicting, Awarding, Timing and Allocating Corporate Benefit Fee Awards
- Can fee awards be predicted?
- What is the right methodology for valuing corporate benefits?
- Should the courts enter interim fee awards?
- Who deserves the fee when multiple sets of plaintiffs claim to have achieved the results?
- Mastering the Motion to Expedite in the Court of Chancery
- Why the first hurdle can be the most important
- Conflicting notions of irreparable harm
- The impact of motion to expedite practice on multi-forum litigation
Peter E. Kazanoff, Edward B. Micheletti, Hon. John W. Noble, Pamela S. Tikellis
2:45 Unique Challenges of Delaware Court of Chancery Practice
- Pursuing Appraisal and Quasi Appraisal in the Court of Chancery
- The pros and cons of pursuing appraisal
- Why quasi appraisal is more dangerous than fiduciary litigation
- The role of the follow-on fiduciary suit in appraisal litigation
- Invoking the Reliance on Counsel Defense in Deal Litigation
- When does reliance on counsel become an essential factor?
- Evaluating the pros and cons of the reliance on counsel defense
- Managing the scope of the privilege waiver
A. Thompson Bayliss, Anne C. Foster, Joel E. Friedlander, Alan S. Goudiss
3:45 Networking Break
4:00 Litigating Over Alleged Process Flaws in M & A Deals
- Assessing the Advantages of Special Committees After Southern Peru
- What went wrong and why it mattered
- What sort of authority does a special committee need?
- Do the litigation advantages outweigh the transactional costs?
- Litigating in the wake Del Monte
- Appropriate remedies at the preliminary injunction phase
- The interplay between process flaws and aiding and abetting liability
- Supervisory obligations in Revlon mode
- Valuing Derivative Claims in Connection with M & A Transactions
- The impact of Lambrecht v O’Neal and Massey Energy
- Derivative claims as assets and their importance in Revlon mode
- Target board conflicts raised by pending derivative claims
Gary A. Bornstein, William M. Lafferty, Theodore N. Mirvis, Hon. Henry duPont Ridgely
5:00 Program Adjourns
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.