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  • videocam On-Demand
  • card_travel Commercial Law
  • schedule 90 minutes

Director Duties in M&A Transactions: Evolving Standards of Review Under Delaware Law

Application of Business Judgment Standard vs. the Entire Fairness Standard in Evaluating Fiduciary Duty

$347.00

This course is $0 with these passes:

CLE
ALL
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Description

Decisions issued by Delaware courts in recent years serve as an essential reminder to deal counsel of the scrutiny with which courts will review director and officer compliance with fiduciary duties owed to stockholders when contemplating or conducting an M&A transaction. For example, the 2014 Chen v. Howard-Anderson ruling held that directors and officers may be personally liable for breach of the duty of loyalty if they allowed an improper motive to influence their decisions during an M&A sale process.

Courts have applied several different standards of review when deciding whether directors complied with their fiduciary duties during an M&A transaction. The business judgment standard and the entire fairness standard are the most common. The standard applied is generally dependent on the facts of the case and directly impacts its outcome.

Listen as our authoritative panel examines the latest developments in Delaware fiduciary duty law, §102(b)(7) exculpatory provisions, and evolving standards of review as they relate to the duties directors and officers owe stockholders when conducting the sale of a company.

Presented By

Michael D. Allen
Director
Richards, Layton & Finger P.A.

Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, proxy contests, stockholder meetings, and corporate governance issues. His practice also involves rendering legal opinions on Delaware corporate law issues and he is a frequent speaker regarding Delaware law developments.

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Gardner F. Davis
Partner
Foley & Lardner LLP

Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to fiduciary duty issues in various contexts, and he has extensive experience restructuring financially distressed enterprises, both inside and outside of bankruptcy. He is a member of the firm's Transactional & Securities, Bankruptcy & Business Reorganizations, and Private Equity & Venture Capital Practices. He frequently represents buyers and sellers in mergers and acquisition transactions, from management buy-outs to combinations of large public companies.

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Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, September 6, 2018

  • schedule

    1:00 PM E.T.

  1. Evolving standards of review
  2. Factors to consider in a sales process
    1. Financial adviser risks
    2. Conflicts of interest
    3. Proxy statement disclosures
  3. Officer liability

The panel will review these and other relevant issues:

  • How should counsel advise directors regarding their fiduciary duties and the evolving standards of review in connection with M&A deals?
  • What disclosures must be made by directors to shareholders during the sale process?
  • When and how can §102(b)(7) exculpatory provisions be used to protect directors from liability for breach of fiduciary duty?