Navigating Unsolicited Acquisition Offers | M&A Conference at the University of Chicago

Navigating Unsolicited Acquisition Offers
By George A. Casey, Esq. & Mr. Alexandros Aldous & Rebecca Runa Pinto-Noome, Esq. & Nick Withers, Esq.

This session looked at the current environment for unsolicited and hostile acquisition approaches, including both domestic and international corporate governance practices. George Casey, Global Managing Partner & Global M&A Practice Group Leader at Shearman & Sterling; Rebecca Runa Pinto-Noome, Partner at NautaDutilh; Alexandros Aldous, General Counsel, Corporate Secretary & Chief Government Relations Officer at The Chefs’ Warehouse, Inc.; and Nick Withers, Senior Associate at Shearman & Sterling  discussed techniques for modeling responses, negotiation approaches, matching periods and topping bids, and proxy contest scenarios. Techniques and methods for assessing the strength of various shareholder rights plans and takeover defenses were also studied.

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Study on abandoned mergers and acquisitions identifies areas for process improvement

Study on abandoned mergers and acquisitions identifies areas for process improvement
By Mr. Gerd Finck & Mr. Roerich Bansal & Ms. Marjan Firouzgar & Mr. Dariush Bahreini

A lack of value-creation, regulatory hurdles, and political issues are the most common causes of abandoned mergers and acquisitions transactions, according to this report, which recommends approaches for deal transparency, mutual bargaining, and active political landscape monitoring.  The study analyzed 265 canceled deals, generally finding that the larger the transaction, the more likely it was to fail. 

While executives have limited control over some factors, M&A professionals can head off abandoned deal processes by improving.....

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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 (former) 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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