Seminar  Seminar

M&A Litigation 2013

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.
Afternoon Session: 1:30 p.m. - 5:00 p.m.

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, Jenness E. Parker

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
    - When are “Don’t Ask-Don’t Waive” provisions legitimate (and when may they violate the Board’s fiduciary duties)?
Joel E. Friedlander, Peter E. Kazanoff, Theodore N. Mirvis, Hon. John W. Noble, Pamela S. Tikellis

5:00 Program Adjourns
David R. Marriott ~ Cravath, Swaine & Moore LLP
Stuart J. Baskin ~ Shearman & Sterling LLP
A. Thompson Bayliss ~ Abrams & Bayliss
Gary A. Bornstein ~ Cravath, Swaine & Moore LLP
Anne C. Foster ~ Richards, Layton & Finger, P.A.
Joel E. Friedlander ~ Bouchard Margules & Friedlander, P.A.
Peter E. Kazanoff ~ Simpson Thacher & Bartlett LLP
William M. Lafferty ~ Morris, Nichols, Arsht & Tunnell LLP
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Theodore N. Mirvis ~ Wachtell, Lipton, Rosen & Katz
Hon. John W. Noble ~ Vice Chancellor, Delaware Court of Chancery
Jenness E. Parker ~ Skadden Arps Slate Meagher & Flom LLP
Hon. Henry duPont Ridgely ~ Justice, Delaware Supreme Court
Pamela S. Tikellis ~ Chimicles & Tikellis LLP
Program Attorney(s)
Laurie Gilbertson ~ Practising Law Institute
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 0495741. You can also make reservations online 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 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:

Sheraton New York Times Square Hotel, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online.

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Related Items

Live Seminars  Live Seminars

M&A Litigation 2014 (New York, NY) Jun. 26, 2014

Handbook  Course Handbook Archive

M&A Litigation 2014  
M&A Litigation 2013 David R. Marriott, Cravath, Swaine & Moore LLP
Item# 43116
Location:  New York, NY
We are sorry, but this program is no longer available for purchase online. For more information please call our Customer Service Department at (800) 260-4PLI.

Seminar attendance includes course handbook and associated course materials. A downloadable course handbook will also be available several days prior to the program start for your review.