3335 Negotiating Through a Soured Merger or Acquisition
Price: $ 119.00 (USD)
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You will receive 1 credit (CE) upon completion of this course.
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Course Description
What happens if one company agrees to buy another�and then wants to back out of the deal? Using a mock negotiation in a hypothetical situation not dissimilar to the Tyson case (In re IBP, Inc. Shareholders Litigation, C.A. 18373 (Del. Ch. 2001)), a panel of quick-witted experts presents the case for and against the buyer getting out of the agreement, along with the process and potential snags of litigation. The panel includes practicing M&A lawyers, legal academics, and a Delaware Supreme Court Justice.
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Course Outline
Negotiating Through a Soured Merger or Acquisition
I. Introductions
II. Hypothetical
A. Seller and Buyer
B. The Deal
C. Post-Agreement Issues
III. Negotiation
A. Representation for Buyer and Seller
B. Buyer’s Complaints
C. Just “Buyer’s Remorse”?
D. Seller’s Position
IV. Material Adverse Change Clause
A. Tyson Case (In re IBP, Inc. Shareholders Litigation)
B. “Prospects”
C. Needs and Purposes of the Buyer
D. General Carve-Outs
E. Client-Specific Issues
V. No Undisclosed Liability Provision
VI. Liability
A. Successor Liability
B. Choice of Law
VII. Buying Good Will
VIII. Board Meeting Conduct
A. Assume Litigation Will Occur
B. Document Flow
C. Note-Taking
D. Keeping Minutes
IX. Terminating the Agreement
X. Land Sale Analogy
AfterWordsSM
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I. Introductions
II. Hypothetical
A. Seller and Buyer
B. The Deal
C. Post-Agreement Issues
III. Negotiation
A. Representation for Buyer and Seller
B. Buyer’s Complaints
C. Just “Buyer’s Remorse”?
D. Seller’s Position
IV. Material Adverse Change Clause
A. Tyson Case (In re IBP, Inc. Shareholders Litigation)
B. “Prospects”
C. Needs and Purposes of the Buyer
D. General Carve-Outs
E. Client-Specific Issues
V. No Undisclosed Liability Provision
VI. Liability
A. Successor Liability
B. Choice of Law
VII. Buying Good Will
VIII. Board Meeting Conduct
A. Assume Litigation Will Occur
B. Document Flow
C. Note-Taking
D. Keeping Minutes
IX. Terminating the Agreement
X. Land Sale Analogy
AfterWordsSM
More Information
| Language | English |
| Course Length | 1.03 hours |
| Duration of Access | for 3 months from day of enrollment |
| Continuing Education Credits | 1 |
| Instructor | Iman Anabtawi, R.F. Balotti, Neal H. Brockmeyer, Byron F. Egan, Harvey A. Goldman, J.B. Jacobs, H. Lawrence Tafe |
| 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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