Public Company M&A: Transaction Structures, Securities Compliance, Avoiding Shareholder Litigation
One-Step vs. Two-Step Mergers, Conducting Tender/Exchange Offers, Regulatory Hurdles
About the Course
Introduction
This CLE webinar will examine the different approaches that can be taken in acquiring or merging with a U.S. public company. The panel will cover deal fundamentals before moving on to an analysis of the issues most likely to give rise to shareholder actions opposing proposed mergers and how to mitigate these claims.
Description
Acquiring a public company, whether by a private equity sponsor or another public company, involves a number of deal points and legal considerations, including disclosure issues under federal securities law and state-based fiduciary duty issues. Getting a public company deal done therefore requires careful planning of the process and thoughtful consideration of the deal terms.
A negotiated acquisition of a public company typically is structured as a "one-step" statutory merger governed by the law of the state in which the target company is organized. Also common, a "two-step" merger involves a tender or exchange offer, followed by a "back-end" statutory merger.
A prospective acquirer can elect to build a stake in the target company's shares prior to commencing discussions with the target, but a party that acquires more than five percent equity with a view toward pursuing an acquisition must make a public filing with the SEC on Schedule 13D.
Acquisitions of U.S. public companies can result in shareholder actions in the form of "strike suits," which attack flaws in the sale process and/or the disclosures regarding the transaction, and appraisal actions in which shareholders demand a judicial determination of the "fair value" of their shares. Care should be taken at each step of the merger process to mitigate the risk of shareholder suits.
Listen as our authoritative panel discusses structuring and regulatory issues associated with public company M&A and how to anticipate and respond to shareholder litigation opposing a proposed merger.
Presented By
Mr. Hu’s practice focuses on public and private merger and acquisition transactions. He regularly advises investors, boards of directors, senior executives, and founders on strategic, legal, and business matters in all types of M&A transactions, including leveraged buyouts, public company mergers, corporate carve-outs, minority investments, and distressed situations. Mr. Hu advises on transactions across the industry spectrum, with substantial experience in the technology, life science and health care, and consumer space. He is an adjunct professor at Cornell Law School and Cornell Tech.
Mr. Pinder provides Delaware law advice on matters of corporate governance and transactions involving publicly traded, as well as privately held, corporations. He regularly advises on all aspects of corporate governance, including governing document amendments, initial public offerings and other equity issuances, contests for control and stockholder activism. Mr. Pinder also counsels corporations, directors, officers, stockholders and investors on fiduciary duty and transactional issues arising under Delaware law, including in connection with M&A, financing, and restructuring transactions, dissolutions, and statutory ratifications of defective corporate acts. He frequently speaks and writes on topics of Delaware corporate law, including serving as a contributor to the Wolters Kluwer treatises Mergers, Acquisitions, and Buyouts and Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Thursday, October 29, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Introduction
A. Unique aspects of public company merger relative to a private company acquisition
B. Latest trends in public company acquisitions
II. Transaction structures
A. One-step merger
B. Two-step: tender offer or exchange offer followed by a "back-end" merger
C. Associated timeline and deal terms for each structure
D. Deciding on the approach to take
III. Disclosure requirements
A. Leaks and premature disclosures
B. Stake-building consideration
C. Timing for the announcement and customary deal rollout communications
D. Pre-commencement filings
E. Proxy statement versus tender offer disclosure requirements
F. Key substantive disclosure requirements
G. Stock deal disclosure requirements
IV. Shareholder litigation
A. Strike suits and process focus areas
B. Appraisal actions: Delaware notice and other statutory conditions; recent case law
C. Responding to shareholder claims
The panel will review these and other relevant issues:
- What are the securities disclosure requirements associated with a one-step merger? A two-step merger?
- How does state law figure into the merger process? What are the particular requirements in Delaware?
- What are best practices for conducting a tender or exchange offer to avoid any delays in the transaction?
- What are the most common shareholder actions that are brought in opposition to a proposed merger?
Related Courses
Public Company M&A: Transaction Structures, Securities Compliance, Avoiding Shareholder Litigation
Thursday, October 29, 2026
1:00 PM ET/10:00 AM PT
M&A and AI: Impact Across the Deal Lifecycle While Managing Compliance, Disclosure, and Governance Risk
Wednesday, November 11, 2026
1:00 PM ET/10:00 AM PT
Recommended Resources
