Demystifying M&A Shareholder Approval and Processing Issues

New York CLE Seminar Series

February 26, 2009 from 3:00 pm to 5:00 pm (EST)

M&A buyers are beginning to circle funds and identify potential targets for various reasons, including:

  • Economic and capital market conditions have dramatically reduced valuations
  • Capital market recoveries lead economic recoveries by 6-9 months
  • Governments are providing unprecedented stimulus which drives economic recoveries
  • Inflation is expected to increase and owners are better off than lenders in inflationary environments

Faced with challenging debt burdens and refinancing markets, sellers are looking for exit strategies. This program will provide a practical guide to executing an M&A transaction smoothly and successfully.

Topics Include:

  • An analysis of various structures typically used in M&A transactions (including contested proxy fights and other forms of investor activism)
  • The roles played by various entities other than the parties to the transaction (such as information agents, proxy advisors/solicitors, depositaries, escrow agents and exchange and paying agents)
  • Issues arising from book entry and street name securities and employee plans
  • Shareholder communications, operational issues and post-transaction matters

This program will be of interest to in-house and outside counsel, corporate governance professionals, funds and other active investors, and others who are or may be involved in corporate actions of this nature.

In accordance with the requirements of the New York State Continuing Legal Education Board, this non-transitional continuing legal education program is not approved for the newly admitted attorney within the first two years of admission to the Bar.