PLI Contests for Corporate Control 2010
A. Gilchrist Sparks III, Morris Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2009 Delaware Corporate Lawyer of the Year and 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law, will serve as a panelist on the session entitled Director Fiduciary Duties in M&A Transactions at the Practicing Law Institute (PLI) Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions seminar, February 4, 2010, in New York City. The program will also be simulcast live on-line.
Panel topics to be discussed include:
- Basic fiduciary duties of directors: Duty of Care, Loyalty, and Good Faith
- Different standards of judicial review applied to director decisions: The Business Judgment Rule, Entire Fairness, Blasius, and Revlon
- Is there less or more judicial deference to director decisions? Disney, Crawford, Netsmart, Topps, and In re Citigroup Inc. Shareholder Derivative Litigation
- Is there a sliding scale for deal protection measures (shopping, lock-ups and termination fees)? Omnicare, Toys ‘R’ Us, In re MONY Group, Netsmart, United Rentals, Inc., and Hexion Specialty Chemicals, Inc.
- What is required to satisfy a board of directors’ Revlon duties?
- Pre-signing and post-signing market checks
- When should a “go-shop” be utilized?
- Just saying “no” or “later” to an interloper
- A board’s duties where a controlling shareholder is involved
- Oversight role of corporate boards of directors and the impact of the economic crisis on board governance, including the impact of In re Citigroup Inc. Shareholder Derivative Litigation on oversight liability and the doctrine of corporate waste
- Director’s personal liability in M&A transactions: D&O insurance claims in the economic downturn, types of claims related to the financial crisis, insurance coverage issues implicated in economic crisis-related claims
- Protecting directors: Special committees and outside advisors, exculpatory clauses in the articles of incorporation, fairness opinions, separate indemnification provisions, and advance notice bylaws
- Duties of boards of companies in distress: Ryan v. Lyondell
- Directors’ fiduciary duties when a company is facing insolvency; significance of a corporation’s insolvency status in determining directors’ fiduciary duties owed to shareholders and creditors: In Re Bear Stearns Litigation and Bridgeport Holdings Inc. Liquidating Trust v. Boyer
- Negotiating M&A solvency provisions: The importance of solvency opinions in today’s turbulent economic market
PLI is one of the oldest, most respected non-profit continuing legal education organizations in the country. It draws its faculty from among the country’s most distinguished practitioners to provide practical, up-to-date information for inside and outside corporate counsel, directors, officers, investment bankers and other advisers in dealing with specific corporate control issues relating to mergers and acquisitions.