Recent years have seen seismic changes in the standards of review that courts in Delaware and other states use to evaluate transactions involving controlling shareholders, as well the circumstances that will result in a minority shareholder being viewed as a controller. Come hear a panel of three leading transactional lawyers share insights on the standards of review that apply to different types of transactions involving controlling shareholders, key considerations in structuring a controlling shareholder transaction, and how to reduce the risks of controlling shareholder status. Join:
Brad Davey, Partner, Potter Anderson & Corroon LLP
Keith Hallam, Partner, Cravath, Swaine & Moore LLP
Cliff Neimeth, Shareholder, Greenberg Traurig LLP
Melissa Sawyer, Partner, Sullivan & Cromwell LLP
Covering these issues:
What does the MFW framework mean for controlling shareholder transactions? What open questions remain under MFW?
Are controllers using MFW in take-private transactions? Are there any inherent transaction risks if the dual procedural safeguards are used?
What is a “controller”/what constitutes control?
When will a minority shareholder be regarded as a controlling shareholder?
Are there mechanisms that can be put in place to avoid controlling shareholder status?
What can a special committee realistically do to thwart a controller’s deal that it doesn’t think is in the minority’s best interests?
Are there any special considerations for negotiating a controller squeeze out transaction? What are the “hot button” negotiating points/issues?
How do directors fulfill their fiduciary duties if the controller says it’s only willing to be a buyer?
What is “sign & consent”? Is this structure a viable path to mitigate execution and litigation risk in controller going-private transactions??
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