Recent Legal Developments in Mergers and Acquisitions: An International Perspective


The international members of this course take a thorough look at current legal developments in the mergers and acquisitions arena. They discuss the turbulent current M&A marketplace and the changing face of M&A. They take an in-depth look at deal negotiations and M&A negotiation trends using current corporate examples.


I. Overview
        A. Turbulent M&A Marketplace
        B. The Changing Face of M&A
II. “Save the Company” Transactions
        A. Why They Have Surfaced
        B. Material Adverse Effect
        C. Deal Protection
                1. Twenty-Percent Rule
                2. International Problems
        D. Board Recommendations
III. Hostile Deals
        A. Takeovers of Technology Companies
        B. Taint
        C. Takeover Defenses
                1. Extreme Challenge
                2. Proxy Contest
        D. Launching a Successful Bid
                1. Options
                2. International Options
        E. Foreign Buyers
                1. Fear
                2. Prohibiting Factors
IV. Deal Negotiations
        A. Lyondell Case
                1. Case Specifics
                2. Moving Too Quickly
        B. Omnicare
        C. Breakup Fees & International Alternatives
        D. Tender Offers
V. M&A Negotiation Trends
        A. The Words Matter
        B. Forthright Negotiator Principle
                1. What’s Involved
                2. Reaction to Forthright Negotiatior Principle
        C. Nonreliance Clause
                1. Application of Clause
                2. It Can Make a Difference
        D. Antitrust Commitment
        E. Strategic Buyers

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Daniel A. Neff

Daniel Neff
Wachtell, Lipton, Rosen & Katz

Daniel A. Neff is co-chairman of the executive committee and partner at Wachtell, Lipton, Rosen & Katz, which he joined in 1977. He is a corporate and securities lawyer, and has focused principally on mergers and acquisitions.

Mr. Neff has been extensively involved in negotiated as well as hostile acquisitions, including a number of the most significant transactions of the past 15 years. He has represented companies in divestitures, cross-border transactions and proxy contests and has counseled managements and boards of directors concerning conflict transactions, corporate governance and similar issues. He lectures frequently on topics relating to his professional interests and was featured in American Lawyer’s “Dealmaker of the Year” article in 2001.

Mr. Neff graduated magna cum laude from Brown University and from the Columbia University School of Law, where he was Notes and Comments Editor of the Columbia Law Review.

Photo of Gary Eaborn

Gar Eaborn
Slaughter and May

Gary Eaborn is partner in the London firm of Slaughter and May. He has a general commercial and corporate finance practice with particular experience in mergers and acquisitions. A large part of his work involves cross-border transactions.

Mr. Eaborn’s recent work includes advising many major clients in the mergers and acquistions arena. Mr. Eaborn is general editor of Butterworths Takeovers: Law and Practice.

Photo of Richard E. Climan

Richard Climan
Cooley Godward LLP

Richard E. Climan is a partner in the Cooley Godward Kronish business department. He heads the firm’s mergers & acquisitions group and is a member of the firm’s management committee. He is based in the firm’s Palo Alto and San Francisco offices.

In the course of his practice in the mergers & acquisitions area, Mr. Climan represents both public and private companies in a broad range of industries and sectors, including the technology and life sciences sectors. He regularly handles transactions of all sizes (from multibillion dollar deals to those valued at $100 million or less) and has negotiated some of the largest mergers ever completed in the software, semiconductor equipment, biotechnology and medical devices sectors.

The National Law Journal named Mr. Climan one of the 100 most influential lawyers in America in 2006. In addition, in 2005, 2006 and 2007, Mr. Climan was named one of the 500 leading lawyers in America by Lawdragon. He is included in The Best Lawyers in America; EuroMoney’s Guide to the World’s Leading Mergers and Acquisitions Lawyers; the Chambers Global Guide to the World’s Leading Lawyers; the International Who’s Who of Merger & Acquisition Lawyers; and the International Who’s Who of Corporate Governance Lawyers. He was also named one of the “Top Ten Silicon Valley Lawyers” by The Lawyer magazine.

In addition to his work in the acquisitions arena, Mr. Climan handles corporate finance, securities, corporate governance, joint venture and general corporate matters.

Mr. Climan has been with Cooley Godward Kronish since 1994. Prior to joining the firm, he was a partner at a large, San Francisco-based law firm, where he practiced for 16 years.

Mr. Climan received an A.B. cum laude from Harvard College in 1974 and received a J.D. cum laude from Harvard Law School in 1977.


Standard Rate: $119.00
Subscribers: FREE
Pillsbury U Online: $119.00


Course Code : 776300
Length : 1hr 26min
Recorded Date : 9/25/2008
Format Type : Video

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