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Mergers & Acquisitions 2018: Advanced Trends and Developments

Released on: Jan. 19, 2018
Running Time: 11:21:22

Merger and acquisition activity has remained robust in 2017.  The ability to properly advise companies and their boards of directors and to effectively negotiate an M&A transaction requires detailed knowledge of the latest trends and developments affecting M&A. This program will help you stay up-to-date on M&A activity and cutting edge topics and developments regarding the negotiation of key provisions in public company merger agreements, actual or potential financial advisor conflicts of interest, advising companies and boards regarding appropriate board processes, SEC disclosure and other issues and important developments affecting M&A litigation in Delaware. Panels of top industry professionals, a member of the Delaware Court of Chancery and a senior member of the staff of the Securities and Exchange Commission will discuss these and other developments. 

Lecture Topics [Total time 11:21:22]
Segments with an asterisk (*) are available only with the purchase of the entire program.
  • Opening Remarks* [00:15:31]
    Kevin Miller
  • M&A Dealmaking - A Banker's View [00:53:59]
    Christina Mohr, Muir Paterson
  • Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities [02:01:27]
    Steven M. Haas, Igor Kirman, Stephen P. Lamb, William D. Regner, Daniel V. Schleifman, Patricia O. Vella
  • Negotiating the Public Company Merger Agreement [01:30:28]
    Melissa Sawyer, Joel I. Greenberg, James R. Griffin
  • Federal Tax Considerations in M&A [01:30:05]
    Stuart M. Finkelstein
  • Disclosure Matters and Other SEC Considerations in M&A [01:04:08]
    David M. Schwartzbaum, Ted Yu, Benjamin Schaye
  • Appraisal Developments [01:30:46]
    John K. Hughes, Charles W. Cox, T. Brad Davey, Richard De Rose, Eric Talley, Joel Friedlander
  • M&A Litigation Developments [01:32:25]
    A. Thompson Bayliss, Joel Friedlander, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz,, Mark D. Gerstein
  • Ethical Traps for the M&A Practitioner [01:02:30]
    James Q. Walker

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • COMPLETE COURSE HANDBOOK
  • The Role of Financial Advisors
    Kevin Miller
  • Takeover Law and Practice (March 2017)
    Igor Kirman
  • Takeover Response Checklist; Dealing with Activist Hedge Funds and Other Activist Investors; Succeeding in the New Corporate Governance Paradigm (2017)
    Igor Kirman
  • Paul Weiss Delaware M&A Quarterly, 3rd Quarter (Autumn 2017)
    Stephen P. Lamb
  • Stephen P. Lamb and Matthew D. Stachel, The Dell Appeal in Light of Recent DFC Opinion, Law360, September 25, 2017
    Stephen P. Lamb
  • Paul Weiss Delaware M&A Quarterly, 2nd Quarter (Summer 2017)
    Stephen P. Lamb
  • Paul Weiss Client Memorandum: Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller (August 25, 2017)
    Stephen P. Lamb
  • Paul Weiss Client Memorandum: Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price (August 7, 2017)
    Stephen P. Lamb
  • Jacqueline P. Rubin and Matthew D. Stachel, Losing Stockholder Standing to Assert and Enforce Corporate Inspection Rights, Delaware Business Court Insider, August 2, 2017
    Stephen P. Lamb
  • Paul Weiss Private Equity Digest—Issue 19: Appraisal Risk in Private Equity Transactions (May 2017)
    Stephen P. Lamb
  • Strategic Buyer/Public Target M&A Deal Points Study (For Transactions Announced in 2015)
    James R. Griffin
  • Basic Federal Income Tax Aspects of Mergers & Acquisitions (January 11, 2018)
    Stuart M. Finkelstein
  • A New Chapter for Non-GAAP Financial Measures (October 30, 2017)
    David M. Schwartzbaum
  • Sidley Austin LLP Update: In Latest Appraisal Case, Delaware Court of Chancery Relies on Merger Price to Determine “Fair Value” and Provides Appraisal Proceedings Primer (August 5, 2017)
    John K. Hughes
  • Sidley Austin LLP Update: Delaware Supreme Court Reverses DFC Global Appraisal Ruling Finding Merger Price Deserved Greater Weight in Determining Fair Value (August 5, 2017)
    John K. Hughes
  • Sidley Austin LLP Update: Delaware Appraises Company at 57% Below Merger Price (July 25, 2017)
    John K. Hughes
  • Sidley Austin LLP Update: Delaware Appraisal Matters (June 23, 2017)
    John K. Hughes
  • Sidley Austin LLP Update: Delaware Appraisal: Flawed Sales Process Precludes Reliance on Merger Price as Determinant of Fair Value (November 15, 2016)
    John K. Hughes
  • John K. Hughes, DFC Global and Appraisal of a Fully-Shopped Company Above the Merger Price: The Evolving Framework for Assessing Merger Price in the Search for Fair Value, Deal Points—The Newsletter of the Mergers and Acquisitions Committee; Volume XXI, Issue 3, Fall 2016
    John K. Hughes
  • Sidley Austin LLP Update: Delaware Uses DCF Analysis in Appraisal for Private Company Merger (August 16, 2016)
    John K. Hughes
  • T. Brad Davey, DFC Global: A Few Observations from Delaware, Deal Lawyers, Volume 11, No. 5, September–October 2017
    T. Brad Davey
  • Appraisal in Delaware: Cases & Considerations (October 2017)
    Richard De Rose
  • Hon. Sam Glasscock III, Ruminations on Appraisal—What are the policy implications of a dissenter’s right to appraisal in a “clean” transaction? Delaware Lawyer, Summer 2017
    John K. Hughes
  • Eric L. Talley, Finance in the Courtroom: Appraising Its Growing Pains—Increasingly complex and technical M&A economic tools have become essential in the modern courtroom, Delaware Lawyer, Summer 2017
    Eric L. Talley
  • Appraising the “Merger Price” Appraisal Rule (October 31, 2017)
    Eric L. Talley, Albert Choi
  • Corporate Law Needs a New Tort: Fraud on the Board (November 3, 2017)
    Joel Friedlander
  • Ethical Traps for the M&A Practitioner
    James Q. Walker

Presentation Material


  • M&A 2018 - Recent Trends and Developments: Opening Remarks
    Kevin Miller
  • M&A Dealmaking - A Banker's View
    Christina Mohr
  • Negotiating the Public Company Merger Agreement
    Joel I. Greenberg, James R. Griffin, Melissa Sawyer
  • Basic Federal Income Tax Aspects of Mergers & Acquisitions
    Stuart M. Finkelstein
  • Disclosure Matters and Other SEC Considerations in M&A
    Elizabeth A. Cooper, David M. Schwartzbaum
  • Developments in Delaware Appraisal
    John K. Hughes
  • M&A Litigation Developments (2018)
    A. Thompson Bayliss, Joel Friedlander, Mark D. Gerstein, Tariq Mundiya, Blake Rohrbacher, Hon. Collins J. Seitz,
  • Ethical Traps for the M&A Practitioner
    James Q. Walker
Chairperson(s)
Kevin Miller ~ Alston & Bird LLP
Moderator(s)
A. Thompson Bayliss ~ Abrams & Bayliss LLP
Steven M. Haas ~ Hunton & Williams LLP
John K. Hughes ~ Sidley Austin LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
David M. Schwartzbaum ~ Covington & Burling LLP
Speaker(s)
Charles W. Cox ~ Alston & Bird LLP
T. Brad Davey ~ Potter Anderson & Corroon LLP
Richard De Rose ~ Houlihan Lokey, Inc.
Stuart M. Finkelstein ~ Skadden, Arps, Slate, Meagher & Flom LLP
Joel Friedlander ~ Friedlander & Gorris, P.A.
Mark D. Gerstein ~ Latham & Watkins LLP
Joel I. Greenberg ~ Arnold & Porter Kaye Scholer LLP
James R. Griffin ~ Weil, Gotshal & Manges LLP
Igor Kirman ~ Wachtell, Lipton, Rosen & Katz
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Christina Mohr ~ Vice Chairman, Mergers and Acquisitions, Citi
Tariq Mundiya ~ Willkie Farr & Gallagher LLP
Muir Paterson ~ Managing Director, Global Head, Strategic Shareholder Advisory, Citi
William D. Regner ~ Debevoise & Plimpton LLP
Blake Rohrbacher ~ Richards, Layton & Finger, PA
Benjamin Schaye ~ Simpson Thacher & Bartlett LLP
Daniel V. Schleifman ~ Managing Director, Investment Banking and Capital Markets, Chair - Investment Banking Committee (Advisory), Credit Suisse Securities (USA) LLC
Hon. Collins J. Seitz, ~ Justice, Supreme Court of Delaware
Eric Talley ~ Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
Patricia O. Vella ~ Morris, Nichols, Arsht & Tunnell LLP
James Q. Walker ~ Richards Kibbe & Orbe LLP
Ted Yu ~ Chief, Office of Mergers and Acquisitions, Division of Corporation Finance , U.S.Securities and Exchange Commission,
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“I thought this was a superb CLE program. It was extremely educational for both a new M&A practitioner and a seasoned practitioner.”
-Michael Zeller, Moore & Van Allen PLLC

“Tax portion was extremely helpful.”
-Angelica Agishi, Gibson, Dunn & Crutcher LLP


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