New provisions emerge to curtail the activities of net short investors

New provisions emerge to curtail the activities of net short investors
By Rob Mathews, Esq. & Benjamin Bierwirth, Esq. & Matthew Smith, Esq. & Nicholas O'Grady, Esq.

In recent years, bondholders have utilized new strategies to create net-short opportunities, sometimes to the detriment of other noteholders and the issuer itself. Using Windstream’s 2015 bankruptcy as an example, the authors of this paper note that bond issuers are increasingly grappling with how to protect their shareholders and other bondholders from exploitive net short noteholders. Contractual protections in the instrument appear to be the default solution in preventing certain noteholders from exploiting default and acceleration provisions to their sole benefit. 

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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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Negotiating risk allocation mechanisms and post-close remedies | M&A Conference at Fordham Law New York

Negotiating risk allocation mechanisms and post-close remedies | M&A Conference at Fordham Law New York
By Brett Shawn & Ms. Zarifa Reynolds & Alan Konevsky, Esq. & Ms. Aartie Manansingh

There are a number of risk allocation approaches that may be used in domestic and cross border transactions to provide remedies and protections. 

In this discussion with Zarifa Reynolds, Head of Corporate Development at TIAA, Alan Konevsky, Chief Legal Officer of tZero, and Brett Shawn, Assistant General Counsel at Warburg Pincus a number of mechanisms were debated including…

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