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News

Morris Nichols Partner Eric Klinger-Wilensky Serves as Co-Editor of New ABA Publication: The Model Tender Offer Agreement

Wilmington, DE (January 29, 2022) – The American Bar Association (“ABA”) Business Law Section has published a new resource for M&A transaction planners entitled, The Model Tender Offer Agreement. Morris, Nichols, Arsht & Tunnell LLP partner Eric S. Klinger-Wilensky co-edited the book with Michael G. O’Bryan of Morrison & Foerster LLP.

The model is a form of agreement with insightful and practical commentary that provides for the acquisition of a publicly traded company for cash consideration by means of a negotiated tender offer.

Presenting more than model provisions, the publication includes explanations of various clauses, particularly those relating to the use of a tender offer structure. It contains model provisions and commentary, including key legal considerations, and potential negotiating positions and alternative drafts that might be proposed by a transaction planner for an acquisition of a public company via a two-step tender offer.

The document is the culmination of an eight-year effort undertaken by the ABA Business Law Section’s Mergers and Acquisitions Committee’s Task Force Two-Step Tender Offers, co-chaired by Eric and Mike.

In his role as co-editor, Eric drew on his deep knowledge of two-step mergers. In 2013, he served as a lead drafter of the Delaware legislation that ultimately became Section 251(h) of the Delaware General Corporation Law (“DGCL”), which facilitated the increased use of two-step transactions.

About the American Bar Association

With more than 400,000 members, the American Bar Association is one of the largest voluntary professional membership organizations in the world. As the national voice of the legal profession, the ABA works to improve the administration of justice, promotes programs that assist lawyers and judges in their work, accredits law schools, provides continuing legal education, and works to build public understanding around the world of the importance of the rule of law. Follow the latest ABA news at www.americanbar.org/news and on Twitter @ABANews.

About Morris, Nichols, Arsht & Tunnell LLP

Morris Nichols combines a broad national practice of corporate, intellectual property, business reorganization and restructuring, commercial law and litigation with a general business, tax, estate planning and real estate practice within the State of Delaware. The firm is regularly involved as lead counsel or co-counsel in matters of national and international significance, as well as those affecting its immediate community. Follow us on LinkedIn or Twitter.