Structuring joint ventures and minority investments entails a difficult balance of interests, finances, and governance between cooperative parties.

To effectively complement a more traditional M&A strategy, these transactions need to create a partnership culture while incorporating appropriate...

The authors of this paper discuss five key takeaways that inform M&A practitioners how the Delaware Chancery Court will interpret certain express contractual agreements between M&A parties.

This case serves as a reminder that the Court generally will strictly enforce clear and unambiguous terms of a merger agreement with scarce exceptions.

Corporate development and in-house counsel face a range of challenges when deal negotiations or target data is disclosed to the media, investors, customers, or employees. Whether through an intentional or unintentional disclosure, leaks can significantly impact or scuttle a transaction.    

This discussion considered the unique legal, cultural, and strategic issues associated with leaks and the need for overall improvements in M&A security through...

By ‘steering’ the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, the target CEO breached his fiduciary duties, found the Delaware Court of Chancery in In re Xura, Inc. Stockholder Litigation.

By denying the target CEO’s motion to dismiss claims that he breached his fiduciary duties, the court provided an instructive case for understanding...

The interplay between diligence, term sheets, and the critical post-close operating dynamics is one of the great challenges corporate development teams face.  The session explored frameworks that can be used for developing realistic targets during the integration process.  

Faculty member Todd Smith, Senior Managing Director at FTI Consulting, distilled integration strategy into three major considerations:

This paper discusses the growth of federal class actions suits relating to mergers and acquisitions brought by shareholders.  In 2018 federal courts saw 87% of all class action suits, a significant uptick from 2013 when the level was just 32%.

While disclosure-only settlements have arisen as a preferred method of resolving class action suits in federal courts, the authors caution that...

In this interview Publisher William Jefferson Black sits down with Andrew Gratz, Associate General Counsel at LyondellBasell, who manages the legal team that supports the multinational public-company's acquisitions, divestitures and other strategic transactions globally. 

LyondellBasell was formed through a merger in late 2007, followed by a 15-month chapter 11 restructuring.  Today the company has a $30B+ market cap and a position as one of the largest plastics, chemicals and refining companies in the world.

M&A is a tough business, especially when an acquisition target requires a turnaround to reach profitability.

Around 40% of M&A deals require some type of turnaround, whether because of minor problems or other crises, by the buyer to improve the underlying value of the target company. This study analyzes large deals where...

M&A deals necessitate the involvement of both sides’ board of directors. However, effectively engaging and communicating with each board can be a difficult task to navigate.

Faculty member Brian Mangino, Esq., Partner at Fried Frank distilled board engagement into four major phases and then guided the discussion through each phase...

The authors of this piece highlight three key approaches to averting a broad range of potential issues that often result in post-close disputes; the consistent application of an acceptable accounting methodology, specific example calculations, and dispute resolution process. 

These specific steps can be used to align deal teams and counsel on the potential pitfalls between the intended language in a sale and purchase agreement and the financial implications associated with...