í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
Transaction Litigation: Focal Points<br />
continued<br />
Main focal points of transaction litigation:<br />
‒ Conflicts of interest claims<br />
Financial<br />
advisor<br />
conflicts<br />
E.g., Target‘s financial advisor also provided stapled financing to Acquirors (Del Monte)<br />
E.g., Target‘s financial advisor also held significant equity stake in Acquiror (El Paso)<br />
Conflicts of<br />
management<br />
E.g., Target CEO, who was lead negotiator, secretly intended to pursue post-transaction<br />
purchase of one of Target‘s divisions from Acquiror (El Paso)<br />
Attention to<br />
fairness of<br />
sale process<br />
and price<br />
E.g., Special committee failed to explore alternative transaction structures before<br />
recommending shareholder vote (Southern Peru Copper)<br />
‒ Disclosure claims<br />
Two key<br />
areas:<br />
Target‘s financial projections<br />
Target‘s financial advisor analyses<br />
Almost every complaint include disclosure claims, because they provide a hook for expedited<br />
proceedings and preliminary injunction<br />
Of 202 reported settlements in connection with transactions announced in 2010 and 2011, 166 – or<br />
83% – settled for supplemental disclosures and nothing more<br />
61
Change language