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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, August 20, 2025

  • 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

This course is $0 with these passes:

CLE
ALL

This CLE course will discuss the disclosure obligations of directors and officers when obtaining shareholder consent to a private company merger. The panel will discuss the duty to notify shareholders, information that should be provided about a pending transaction, omissions that can be materially misleading, and disclosures that must be provided in connection with the appraisal rights notice.

Faculty

Brett A. Cenkus
Attorney
Cenkus Law

Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.

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Lisa R. Stark
Partner
Hirschler Fleischer PC

Ms. Stark brings more than two decades of experience guiding companies through complex corporate transactions and strategic decisions involving Delaware corporate law. Her practice spans mergers and acquisitions, IPOs, proxy contests, asset sales, stock issuances and hostile takeovers. Ms. Stark advises both public companies and private equity funds and their portfolio companies in connection with mergers and acquisitions. She also counsels both public and private companies on corporate governance matters, including Delaware fiduciary duties, and the General Corporation Law of the State of Delaware. In addition, Ms. Stark has a strong capital markets practice, advising on IPOs, secondary offerings, and at-the-market transactions. She also regularly works with private equity and venture-backed companies on preferred stock and debt financings, as well as strategic investments and exits.

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Description

Communications between a company and its shareholders are subject to the fiduciary duties imposed on the board of directors and should be handled with care. Disclosure requirements commonly associated with public companies can also apply to private companies, particularly with proposed mergers.

The Delaware General Corporation Law (and comparable statutes in other states) allows a corporation to obtain stockholder approval of a proposed merger by written consent instead of a meeting. Still, it must notify the non-consenting stockholders of the action taken, the pricing associated with the transaction, the extent to which any directors or shareholders receive benefits different than those received by the common stockholders, and other material information. The board must also avoid omissions that would make the disclosure materially misleading.

An appraisal notice in effect asks stockholders to make an investment decision of whether to accept the terms of the merger or demand appraisal. Thus, the disclosure requirements associated with an appraisal notice are extensive and comparable to those deemed material under U.S. securities law. They will include the merger agreement, instructions for demanding an appraisal, financial statements, a description of the company's business and prospects pre- and post-merger, and any conflicts of interest among directors or shareholders.

Listen as our authoritative panel discusses the disclosure obligations of directors and officers in connection with private company mergers and how they compare to public company disclosures in M&A deals.

Outline

I. Background: procedural differences between public and private company mergers

II. Obtaining shareholder approval in private company deals

A. Written consent in lieu of a meeting

B. Notice to non-consenting shareholders

C. Disclosure obligations: deal terms, conflicts of interest, other information deemed "material"

III. Appraisal rights

A. Notice provided to non-consenting shareholders

B. Disclosure requirements

Benefits

The panel will review these and other critical issues:

  • What notice requirements are imposed on directors vis-à-vis shareholders in connection with a proposed merger?
  • What kinds of information must be provided to shareholders?
  • In formulating disclosures, how do directors and officers determine what is material?
  • What documentation should be included with an appraisal notice?