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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, October 28, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide M&A counsel with a thorough understanding of going-private transactions, including strategic considerations, fiduciary duty issues, procedural safeguards, and required disclosures.

Faculty

Phillip R. Mills
Partner
Davis Polk & Wardwell LLP

Mr. Mills practices in the firm’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.

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Daniel Grabos
Managing Director, Co-Head of Industrials M&A
Barclays Corp.

Mr. Grabos has been an investment banker for 25 years. He is responsible for advising management teams and boards of directors on a variety of M&A-related transactions within the Diversified Industries sectors. Prior to his current role, Mr. Grabos was at J.P. Morgan for over 20 years. Most recently as a Managing Director in J.P. Morgan’s Mergers & Acquisitions Group in New York. Prior to that, he held various roles within Investment Banking Coverage and Syndicated Leverage Finance with a particular focus on private equity transactions.  In addition to spending many years in the U.S., Mr. Grabos spent seven years in J.P. Morgan’s M&A Advisory Group in London originating and executing transactions.

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Description

The adverse operating environment in many industries has generated increased interest in taking public companies private. In making or responding to taking private offers, counsel must understand the regulatory framework and consider appropriate procedural safeguards to address litigation and other risks. As in any M&A transaction, the deal process and strategy can have a significant impact on the outcome.

Federal securities laws that apply to any acquisition of a public company apply to going-private transactions as well. Under Rule 13e-3 of the Exchange Act, a going-private transaction may be subject to heightened disclosure requirements. Given the heightened SEC scrutiny and the likelihood of breach of fiduciary duty and other lawsuits, counsel must approach these transactions strategically and cautiously.

Going-private transactions are generally structured as either a one-step or a two-step merger. Either approach involves the bidder presenting its proposal to purchase the public company target, negotiations with the target company, and approval by the target board of directors. The board will need to determine the status of the bidder--whether a controlling stockholder or a third-party buyer--and take steps to avoid any conflicts of interest and assess alternatives for superior value.

Listen as our authoritative panel provides a deep-dive into going-private transactions, including the strategic considerations, fiduciary duty issues, procedural safeguards, and required disclosures.

Outline

  1. Current market trends
    1. Incentives to take a public company private
    2. Minority squeeze-outs
    3. LBO/MBOs
    4. State of the financing markets
    5. Implications of the current operating environment
  2. Key considerations
    1. Litigation risks
    2. Disclosure obligations--Rules 13e-3, 13D
    3. Timing considerations
    4. Competing offers
    5. Fiduciary duties, procedural safeguards, and "fairness"
    6. Affiliate issues
    7. Standard of judicial review
    8. Special considerations for MLPs/PTPs
  3. Structuring the transaction--one-step vs. two-step merger

Benefits

The panel will review these and other key issues:

  • What are the current market incentives for taking a public company private?
  • What federal and state laws govern going-private transactions?
  • What special requirements does SEC Rule 13e-3 impose, and when does it apply?
  • How do going-private transactions increase fiduciary duty liability exposure for corporate directors and controlling shareholders?
  • What are the key strategic considerations that companies must consider when planning going-private transactions?