Navigating dual-track exit strategies

Dual Track Processes: How to turbocharge your exit
By Michal Berkner, Esq. & Josh Kaufman, Esq. & James Foster, Esq.

Considering and preparing diversified exit strategies is increasingly pertinent in M&A transactions due to heightened market volatility and other sources of financial uncertainty. Exiting an investment can be fraught with uncertainty, requiring M&A professionals to prepare numerous exit strategies for even the most viable and thriving businesses.

In this paper, the authors suggest practitioners pursue a “dual-track process” when preparing exit strategies. Preparing for both an initial public offering and running a private M&A process, often via an auction, should...

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Pursuing hostile acquisitions and deal jumping | M&A Conference at Fordham Law New York

Pursuing hostile acquisitions and deal jumping
By Sergio Letelier, Esq. & Margot Miller, Esq. & Sebastian Fain, Esq.

This conversation explored the unique considerations Special Committees and management face when pursuing an unwilling or reluctant acquisition target. 

The discussion with Sergio Letelier, Deputy General Counsel – Corporate, Securities, and M&A at Hewlett Packard Enterprise and Margot Miller, Global Legal Director of Commercial and Mergers and Acquisitions at Anheuser-Busch InBev considered a range of approaches from a “bear hug” offer to a fully hostile proxy contest. Variations in both domestic and international M&A practice were considered as well as....  

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Optimizing lines of authority between the Board, special committees, and corporate development | M&A Conference at Fordham Law New York

Optimizing lines of authority between the Board, special committees, and corporate development
By Joseph Tedeschi & Mr. Bob Zapata & Mr. Frank Jaehnert & Matthew V. Soran, Esq.

This session considered approaches for appropriately and proportionately engaging the Board in the organization's inorganic growth strategy, from acquisitions to minority investments and joint ventures.

Joseph Tedeschi, Head of M&A Legal at Citigroup, Bob Zapata, General Counsel of Corporate Strategy and Development at TIAA, and Frank Jaehnert, Member of the Board of Directors of Briggs, Stratton, Nordson, and Itron, and Member of the Advisory Board of National Material gave consideration to the optimal lines of authority between the Board, special committees, and management throughout the M&A process including…

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Modeling optimal buy-side transactions and deal structures through portfolio reviews | M&A Conference at Fordham Law New York

Modeling optimal buy-side transactions and deal structures through portfolio reviews
By Ms. Lisa Marchese & Mr. Michael Jones & William Jefferson Black

This discussion considered methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and deal structures. 

Lisa Marchese, Head of Corporate Development at American Express and Michael Jones, EVP of Corporate Development and M&A for GE participated in the discussion and shared their views on the potential for improvements in the capital allocation process and the increasing use of...

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Merger consideration, including synergies, confirmed as basis for fair value in appraisal proceeding

Merger consideration, including synergies, confirmed as basis for fair value in appraisal proceeding
By Ellen Holloman, Esq. & Jason M. Halper, Esq. & Joshua Apfelroth, Esq. & Richard M. Brand, Esq. & Nathan Bull, Esq. & William P. Mills, Esq.

This paper discusses the Delaware Supreme Court’s reversal in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. in a statutory appraisal proceeding. The court reinforced its recognition of merger consideration, including synergies anticipated by the parties, as strong evidence of fair value in statutory appraisal actions. The authors note that because agreed-upon merger consideration will continue to be considered in a company’s fair value, appraisal arbitrage will remain at reduced levels in Delaware courts.

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