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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, October 4, 2023

  • 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 deal counsel with a review of the latest trends in activism by shareholders in response to a planned M&A. The panel will outline practical steps and provide tips for deal counsel to anticipate and manage challenges by shareholders to avoid a deal being delayed or derailed.

Faculty

Demetrius A. Warrick
Miscellaneous

Mr. Warrick regularly advises public and private clients in a variety of corporate matters, including strategic acquisitions, divestitures, auctions, strategic investments, reorganizations, financial advisor engagements and joint ventures. He has represented many companies with respect to shareholder activism, takeover preparedness, unsolicited proposals, contested proxy solicitations and other contests for corporate control. In addition, Mr. Warrick has advised clients in designing and implementing shareholder rights plans and other corporate protective measures.

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Sean M. Donahue
Partner
Paul Hastings, LLP

Mr. Donahue is Chair of the Public Company Advisory practice and Co-Chair of the Shareholder Activism & Takeover Defense practice of Paul Hastings and is based in the firm’s Washington, D.C. and New York offices. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, his practice focuses on counseling public companies and their Boards of Directors on securities regulation, shareholder activism defense, capital markets transactions, mergers and acquisitions, and corporate governance matters.

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Kyle A. Harris
Partner
Cleary Gottlieb Steen & Hamilton LLP

Mr. Harris’ practice focuses on public and private mergers and acquisitions and corporate governance matters. His experience spans the range of M&A activity, including both domestic and cross-border mergers, acquisitions, leveraged buyouts, carve-outs, divestitures, joint ventures, and other complex corporate transactions, as well as shareholder activism and takeover defense. He also regularly advises companies and their boards on fiduciary duties, corporate governance, and securities law matters. Mr. Harris has significant experience representing public and private companies and investors in transactions across a broad array of industries, including chemicals and industrials, healthcare and pharmaceuticals, and TMT. He frequently writes and speaks about M&A, securities laws, corporate governance, and other legal issues. 

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Description

Despite the recent drop-off in M&A activity, the share of activist campaigns urging strategic transactions has remained at historical levels. Shareholder activism has become part of the corporate landscape, and companies, regardless of their size, need to be prepared to respond and defend against attacks from hostile M&A bidders and activist shareholders. Further, the adoption of the universal proxy rules--which went into effect on Sept. 1, 2022--represents the most important development in shareholder voting in a generation and is already reshaping the activist playbook.

When it comes to M&A, shareholder activism can play a significant role in shaping the outcome of a deal. Specifically, such activism can impact corporate governance, deal evaluation, negotiation of deal terms, voting power, legal actions, post-merger integration, and other critical aspects of the deal.

To prevent deals from becoming delayed or derailed by activist shareholders, counsel for M&A buyers and target companies must guide their clients in implementing early strategic measures to anticipate and respond to challenges. Such efforts should include identifying vulnerabilities in the transaction that activists could attack and carefully crafting deal terms to increase the chance of approval by shareholders. Also, counsel should be concerned with how risks are allocated in the deal.

Listen as our authoritative panel discusses recent trends in shareholder activism in M&A transactions and best practices for anticipating and responding to shareholder challenges.

Outline

  1. Current trends in shareholder activism in M&A deals
    1. Board representation
    2. Deal price
    3. Appraisal rights
    4. Voting power
  2. Impact of the universal proxy rules on shareholder activism
  3. Preparing for shareholder challenges
    1. Communicating with shareholders
    2. Soliciting shareholders' concerns upfront
    3. Identifying vulnerabilities in a transaction
    4. Negotiating provisions in a merger agreement
  4. Responding to and defending shareholder challenges
  5. Key takeaways and practical considerations

Benefits

The panel will review these and other key issues:

  • Recent trends in shareholder activism, including why and how activists sometimes push issuers to engage in M&A
  • The most common challenges activist shareholders make against public M&A transactions
  • Steps that deal counsel can take to prepare in advance for activist shareholders when planning and negotiating a deal
  • Strategies for responding to activism and minimizing the risk that the deal will be delayed or derailed