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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New research compares M&A strategies and overall shareholder returns

New research compares M&A strategies and overall shareholder returns
By Mr. Jeff Rudnicki & Mr. Andy West & Kate Siegel

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

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Creating a modern governance framework around corporate purpose

Creating a modern governance framework around corporate purpose
By Martin Lipton

Board members are increasingly facing challenging demands from shareholders, legislators, and government agencies to improve corporate governance practices and preserve shareholder value.

This paper reconsiders a corporate governance roadmap for boards to demonstrate thoughtful leadership aligned with growing shareholder activism and legislative pressures around the importance of corporate purpose that creates...

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Navigating unsolicited acquisition offers | M&A Conference at the University of Chicago

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

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...

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Avoiding abandoned acquisitions | M&A Conference at the University of Chicago

Avoiding Abandoned Acquisitions | M&A Conference at the University of Chicago
By Mr. Matt Porzio & Ms. Sarah Arendsen & Hugo Dubovoy, Jr. & Mr. Jared Sine

Drawing on a long-term research study into failed acquisition pursuits, the participants in this session considered a number of strategic and tactical issues that may cause a deal to fail to close.

The discussion with Sarah Arendsen, Senior Director, Corporate Development & Strategy at Kellogg Company; Hugo Dubovoy, Corporate Secretary and Chief M&A and Securities Counsel at Grainger; and Jared Sine, Chief Legal Officer & Secretary at Match Group looked at both internal and external factors at each stage of the deal process and offered perspective on specific actions to mitigate abandonment risks including the duration of diligence, design and triggers for breakup fees, clauses for material adverse changes, and methods for heading off...

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