NEGOTIATING ACQUISITIONS OF PUBLIC COMPANIES – A FOLLOW-UP
Richard E. Climan, Panel Chair & Moderator; George R. Bason, Jr., Counsel for the Target Company; Joel I. Greenberg, Counsel for the Buyer; and Lisa A. Schmidt, Delaware Counsel
ABSTRACT
This is an edited transcript of a presentation given in New York City in September 2012 on the topic of negotiating acquisitions of publicly traded companies. The presentation was intended to serve as a supplement and update to an earlier presentation on the same topic, given in late 2011. An edited transcript of that earlier presentation appears at 116 Penn St. L. Rev. 615 (2012) and readers would be well served by reading the two edited transcripts together.
Among the subtopics addressed in the accompanying edited transcript are:
- Negotiating “use” restrictions, disclosure restrictions, and liability disclaimers in confidentiality agreements after the Vulcan and RAA decisions;
- Negotiating standstill provisions and “don’t-ask-don’t-waive” provisions;
- The SEC Staff’s clarified stance on the viability of “dual track” structures in leveraged acquisitions;
- Negotiating “walk rights” in public company acquisitions; and
- Negotiating board recommendation covenants (a form of deal protection in public company acquisitions).
preferred citation: Richard E. Climan et al., Negotiating Acquisitions of Public Companies—A Follow-Up, 117 Penn St. L. Rev. 647 (2013).