í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
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Document Creation<br />
continued<br />
From beginning of transaction, all persons involved should create deal<br />
documents (including e-mails) with thought that it could become public<br />
(or, at minimum, subject to scrutiny by a regulator or judge)<br />
HSR filings<br />
4(c) and 4(d) Documents (broadly defined) must be filed with antitrust regulators:<br />
‒ Documents (including e-mails) produced by senior management or directors discussing market<br />
share, sales growth or competitive implications of a potential transaction<br />
‒ Documents prepared by consultants, investment bankers or other third party advisors, including<br />
unsolicited pitch books, discussing business to be acquired with respect to competitive market<br />
issues<br />
‒ Attorney needs to certify in filing that all documents have been filed<br />
SEC filings<br />
‒ If Target is a publicly traded company, Target’s communications and actions should be taken<br />
with the expectation that they will be disclosed to the public (background of transaction, fairness<br />
evaluation, reasons Board approved transaction; projections provided to Buyer or Seller)<br />
Litigation<br />
‒ Not unusual or uncommon for ―strike suits‖ to be filed upon announcement of transaction, so<br />
―record‖ is important<br />
57
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