REGISTER NOW

M&A activity for the public company (as buyer or target) is fraught with conflicting challenges: shareholder litigation in the case of successful deals, litigation from aggrieved parties in hard fought (and renegotiated or broken) deals, pre and post deal scrutiny from regulators (domestic and foreign) that impacts all of the above, and more. This session will explore the most effective strategies to protect the company from the worst of these volatile outcomes with a particular focus on laying the groundwork for defense or avoidance of litigation related to a “busted deal” that is the result of a deliberate decision by one party to optimize or act strategically after much of the deal work has been done. If you are the party that seeks to terminate, postpone closing, or renegotiate for strategic reasons, what can be done to build a defensive record in the case of litigation while still getting what you want? If the world changed and now you hope to renegotiate price or perhaps terminate the deal if you are the target, what steps are prudent to protect the company from exposure and onerous litigation? This session will address steps that companies should take to manage what can happen when sophisticated and aggressive tactics are deployed to maximize the value of an acquisition (or the avoidance of a close on an acquisition well “after the train has left the station”). Building the right record and recognizing the competing risks and rewards during the process can impact the risk of liability and litigation in the case of a “busted deal” and can point the way to appropriate optimal strategic board and management behavior in an environment of increasingly complex M&A opportunities.

SPEAKERS

Vice Chancellor Joseph R. Slights III

The Honorable Joseph R. Slights III was sworn in as a Vice Chancellor of the Court of Chancery on March 28, 2016. Before his appointment, Vice Chancellor Slights was a partner in the Delaware law firm Morris James LLP where he practiced corporate and business litigation and chaired the firm's Alternative Dispute Resolution practice group. Before that, he served a twelve year term as a Judge on the Superior Court of Delaware where, among other assignments, he was instrumental in forming the Court's Complex Commercial Litigation Division. Prior to his appointment to the Superior Court, Vice Chancellor Slights worked as a litigator in the Delaware law firms Sidney Balick PA and Richards, Layton & Finger PA.

Vice Chancellor Slights received his J.D. from Washington & Lee University School of Law in 1988, and his B.S. in Political Science from James Madison University in 1985. He is a member of the American Law Institute, the American Bar Association and the Delaware Bar Association. He is a Fellow of the American Bar Foundation and past-President of the Richard S. Rodney Inn of Court.

Melissa A. DiVincenzo

Melissa A. DiVincenzo is a partner with Morris Nichols Arsht & Tunnell. Melissa provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Mark A. Morton

Mark A. Morton is a partner at Potter Anderson Corroon LLP. His practice involves corporate counseling, governance and opinion work. He regularly advises clients regarding all aspects of the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations, both in the context of daily business affairs and with respect to mergers, acquisitions and other corporate transactions. He also authors opinion letters on a wide range of matters of Delaware corporation law. In addition, he frequently is engaged to serve as counsel to Special Committees and Conflicts Committees in connection with various conflict transactions, including M&A transactions.

F. Daniel Siciliano, moderator

F. Daniel Siciliano is a successful technology CEO-founder and entrepreneur, as well as Chairman of the board of the Federal Home Loan Bank of San Francisco, and a recognized expert in corporate strategy and governance, capital financial markets, executive compensation, and technological disruption (including fintech, AI and cybersecurity). He is currently Chairman of SVDX and a fellow at Stanford University.

This program is subject to Chatham House Rule and will not be recorded.