What All Business Lawyers Must Know About Delaware Law Developments 2009

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

With the many recent developments in the securities markets come many questions, issues and challenges in the law and in practice.  Delaware law plays a critical role in answering these questions and provides important tools to deal with these challenges.   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.  Experts from the courts, law firms and market participants will examine the latest case law and trends and share their real-world experience, insights and practical advice on the issues of great concern to the corporate/securities legal community.

What You Will Learn

• Recent developments in Delaware law: A discussion of recent opinions of the Delaware Supreme Court and Court of Chancery
• Deal protection and termination: how do you both make your merger agreement binding and give yourself the ability to terminate if circumstances warrant?
• Settling stockholder litigation: avoiding pitfalls, ethical issues and awards of attorneys' fees
• So you want an injunction? A panel of plaintiffs' attorneys discusses the strategies and tactics they use in trying to obtain the extraordinary remedies of temporary restraining orders and preliminary injunctions
• Remedies for disclosure violations: the why and the when in Delaware law

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 hot issues in Delaware corporate law.

Special Features

Live Webcast - Simultaneous live webcast of the New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

Schedule

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00  Introduction

9:15  Recent Developments in Delaware Law

• Amendments to the Delaware General Corporation Law (DGCL)
• Section 102(b)(7) in the courts:  Update on good faith/Ryan v. Lyondell
• Pleading a director’s knowledge:  Pfeffer v. Redstone
• Section 220 books and records cases:  Use by federal plaintiffs
• Bylaws and corporate governance:  The CA certified question
• Ratification:  Gantler v. Stephen

E. McGeever, T. Mirvis, A.G. Sparks III, M. Tumas

10:45  Break

11:00  Settling Stockholder Litigation: Avoiding Pitfalls, Ethical Issues and Awards of Attorneys Fees

• Non-monetary settlements - what works and what doesn't
• Settling multi-jurisdiction stockholder litigation
• Objections to settlements
• Negotiating and litigating attorneys' fees awards

G. DiBlasi, S. Grant, J. Latham , N. Monhait

12:00  Q&A Session: Everything and Anything You Ever Wanted to Ask a Vice Chancellor

Vice Chancellor Leo E. Strine, Jr., Delaware Chancery Court

12:30  Lunch

Afternoon Session: 1:30 p.m. - 4:45 p.m.

1:30  Deal Protection and Termination: How Do You Both Make Your Merger Agreement Binding and Give Yourself the Ability to Terminate if Circumstances Warrant?

• State of the art deal protective provisions
• Laying the groundwork for walking away
• Managing client expectations regarding the certainty of closing
• Specific performance - a realistic remedy?

C. O'Brien, R. Spatt, P. Vlahakis

2:30  Remedies for Disclosure Violations: The Why and the When in Delaware Law

• Availability of injunctive relief/actions for rescission
• Postinjunctive class actions - Who's in the class and are these really derivative claims?
• Disclosure claims as an element of entire fairness litigation
• Thinking ahead, avoiding common pitfalls in drafting disclosures

J. Allerhand, C. Dearlove, T. Laster, E. Welch

3:30  Break

3:45  So You Want An Injunction? A Panel of Plaintiffs' Attorneys Discusses the Strategies and Tactics They Use in Trying to Obtain the Extraordinary Remedies of Temporary Restraining Orders and Preliminary Injunctions

• Identifying cases in which to seek injunctions
• Motions for expedited proceedings
• TRO or preliminary injunction?
• Preliminary injunction or expedited trial?

S. Grant, N. Monhait, P. Tikellis, M. Lebovitch

4:45  Adjourn

Faculty

Co-Chair(s)

Hon. Stephen P. Lamb, Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Gregory P. Williams, Richards, Layton & Finger, P.A.

Speaker(s)

Joseph S. Allerhand, Weil, Gotshal & Manges LLP
Catherine G. Dearlove, Richards, Layton & Finger, P.A.
Gandolfo V. DiBlasi, Sullivan & Cromwell LLP
Stuart M. Grant, Managing Director, Grant & Eisenhofer P.A.
J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
John L. Latham, Alston & Bird LLP
Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP
Elizabeth McGeever, Prickett, Jones & Elliott, P.A.
Theodore N. Mirvis, Partner, Wachtell, Lipton, Rosen & Katz
Norman M. Monhait, Rosenthal, Monhait & Goddess, P.A.
Clare O'Brien, Shearman & Sterling LLP
A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell LLP
Robert E. Spatt, Simpson Thacher & Bartlett LLP
Hon. Leo E. Strine, Jr., Vice Chancellor, Delaware Chancery Court
Pamela S. Tikellis, Chimicles & Tikellis LLP
Michael B. Tumas, Potter Anderson & Corroon LLP
Patricia A. Vlahakis, Wachtell, Lipton, Rosen & Katz
Edward Welch, Skadden, Arps, Slate, Meagher & Flom LLP

Program Attorney(s)

Laura R. Shields, Assistant Director, Programs, Practising Law Institute

CLE Credit

Travel Information

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: res.ny@warwickhotels.com.