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  • Reports
    • Topics
      • M&A Strategy & Governance
      • Transaction Structuring & Negotiation
      • Valuation & Transaction Opinions
      • M&A Finance, Accounting, & Tax
      • Regulation & Litigation
      • Integration & Culture
    • Roles
      • Board Members
      • Corporate Development & Integration
      • Private Equity Investors
      • Chief Financial Officers
      • General Counsel
      • M&A HR
    • Sectors
      • Consumer Goods & Services
      • Energy, Materials & Agriculture
      • Financial Services
      • Healthcare
      • Industrials & Business Services
      • Technology
  • Conferences
    • M&A Conference at Wharton San Francisco | March 2020
    • M&A Conference at the University of Chicago | June 2020
    • Connectivity Business Investment Conference | June 2020
    • 7th Annual Finance and M&A Industry Reception | July 2020
    • M&A Conference at Fordham Law New York | Sept. 2020
    • Past Conferences

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Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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Majority of Fully-Informed, Disinterested Stockholders Insulated Merger from Attack

Majority of Fully-Informed, Disinterested Stockholders Insulated Merger from Attack
By Albert H. Manwaring, IV

The Delaware Court of Chancery, in In re Volcano Corp. Stockholders Litigation, held that a majority of the outstanding, fully-informed, uncoerced, disinterested stockholders’ tender of their shares renders the business judgment rule “irrebuttable,” insulating a merger from challenge on any ground except for waste.

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Fiduciary Duties, Deal Structure Considerations and Securities Disclosure Obligations in Going-Private Transactions

Fiduciary Duties, Deal Structure Considerations and  Securities Disclosure Obligations in Going-Private Transactions
By James D. Rosener & David P. Russo

This article provides a brief overview of going-private deal structures, fiduciary duties applicable to boards and controlling stockholders in going-private and related transactions, key considerations relevant to the timing and structure of such transactions, and important disclosure obligations deal participants should be aware of.

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Entire Fairness Framework Generally Applies to Commercial Arrangements Between a Corporation and its Controller

Entire Fairness Framework Generally Applies to Commercial Arrangements Between a Corporation and its Controller
By Abigail Pickering Bomba & Donald P. Carleen & Andrew J. Colosimo & Warren S. de Wied & Aviva F. Diamant & Steven Epstein & Christopher Ewan & Arthur Fleischer, Jr. & Andrea Gede-Lange & Stuart H. Gelfond & Peter S. Golden & David J. Greenwald & Randi Lally & Mark Lucas & Scott B. Luftglass & Brian T. Mangino & Philip Richter & Robert C. Schwenkel & David L. Shaw & Peter L. Simmons & Matthew V. Soran & Steven J. Steinman & Gail Weinstein

These authors guide that if a company is going to effect an IPO or a spin-off, the resulting company should consider putting into place in advance any commercial arrangements it intends to enter into with the controller.

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A Going-Private Primer

In re Dole Food Co., Inc.: A Going-Private Primer
By Robert A. Weible

This paper discusses the August 2015 decision by the Delaware Chancery Court finding that Dole Food, Inc., CEO, David Murdock, and General Counsel, C. Michael Carter, breached their duty of loyalty to Dole and its stockholders and were personally liable to investors for $148 million in damages.

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