3310 Contentious Issues in Mergers and Acquisitions Practice: Delaware Case Law Trends
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You will receive 1.5 credits (CE) upon completion of this course.
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Course Description
Delaware judges, corporate lawyers and academicians discuss the implications of the recent Omnicare decision, the duty of good faith, and the differing standards applied by the courts for short-form versus long-form mergers in this course excerpted from two panels presented at the UCLA Institute on Corporate, Securities, and Related Aspects of Mergers & Acquisitions. Chief Justice Norman Veasey, Justice Jack Jacobs and Vice Chancellor Stephen Lamb respond to sharp questioning and critical analysis from an all-star panel of M&A practitioners and leading commentators including Professors Stephen Bainbridge and John Coffee, Larry Sonsini, Dan Neff, Rick Alexander, Frank Balotti and other doers and thinkers in the mergers and acquisitions field.
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Course Outline
Contentious Issues in Mergers and Acquisitions Practice: Delaware Case Law Trends
I. Introductions
II. Discussion With Delaware Judges
A. Interpreting Opinions: Quickturn and Omnicare
1. Should We Read Opinions Literally?
2. Justice Veasey Replies
3. Justice Jacobs Replies
4. V.C. Lamb Replies
B. The Omnicare Decision
1. Omnicare Facts
2. Omnicare Facts, Continued
3. Omnicare Analysis
4. Effect of Omnicare on Transactions
5. Reading Omnicare Literally
6. Searching for a Standard
C. Good Faith
1. A Freestanding Duty?
2. Development of the Duty of Good Faith
3. Independence and Personal Liability
4. Threat to the Business Judgment Rule
III. Short-Form Mergers
A. Panelist Introductions
B. Differing Standards
C. Noncoercive Tender Offers
D. Should Standards Be Integrated?
E. Application of the Entire Fairness Review
F. Involvement of Subsidiary Board
G. Loss of Deals
H. Legitimacy of Transactions
AfterWordsSM
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I. Introductions
II. Discussion With Delaware Judges
A. Interpreting Opinions: Quickturn and Omnicare
1. Should We Read Opinions Literally?
2. Justice Veasey Replies
3. Justice Jacobs Replies
4. V.C. Lamb Replies
B. The Omnicare Decision
1. Omnicare Facts
2. Omnicare Facts, Continued
3. Omnicare Analysis
4. Effect of Omnicare on Transactions
5. Reading Omnicare Literally
6. Searching for a Standard
C. Good Faith
1. A Freestanding Duty?
2. Development of the Duty of Good Faith
3. Independence and Personal Liability
4. Threat to the Business Judgment Rule
III. Short-Form Mergers
A. Panelist Introductions
B. Differing Standards
C. Noncoercive Tender Offers
D. Should Standards Be Integrated?
E. Application of the Entire Fairness Review
F. Involvement of Subsidiary Board
G. Loss of Deals
H. Legitimacy of Transactions
AfterWordsSM
More Information
| Language | English |
| Course Length | 1.50 hours |
| Duration of Access | for 3 months from day of enrollment |
| Continuing Education Credits | 1.5 |
| Instructor | Frederick Alexander, Stephen Bainbridge, R.F. Balotti, Andrew E. Bogen, John C. Coffee, Jr., J.B. Jacobs, Stephen P. Lamb, D.A. Neff, Larry W. Sonsini, E.N. Veasey |
| Vendor | Cognistar (Read more about Cognistar accreditation.) |
| Course Certification | CLE credit available, see details for each course for states where available |
| Prerequisites/Audience | intended for attorneys and law students |
| Requirements/Materials Included | computer with Internet access |
Price: $ 119.00 (USD)
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