3315 Acquisition of Public Companies: Cash Deals
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
A mock negotiation for a two-step cash acquisition of a public company provides the backdrop for this discussion of negotiating strategies, with an emphasis on deal-protection measures such as top-up options, subsequent offering periods and unilateral extension rights. Panelists discuss the advantages and disadvantages of two-step deals and also cover preliminary deal documents, such as confidentiality agreements and exclusivity agreements. Commentators include a judge from the Delaware Court of Chancery, a representative from the SEC�s Office of Mergers and Acquisitions, and experienced mergers and acquisitions attorneys.
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Course Outline
Acquisition of Public Companies: Cash Deals
I. Overview
II. Threshold Issues
A. Reasons for Two-Step Deal
B. Reasons to Avoid a Two-Step Deal
C. Best Price Rule
D. Revlon Duties
III. Deal Documents
A. Preliminary Documents
B. Exclusivity Agreement
C. Window-Shop Arrangement
D. Disclosure of Exclusivity Agreement
E. Question: Fiduciary Outs
F. First and Second Step Conditions
G. Short-Form Merger Advantages
H. Subsequent Offering Periods
I. Unilateral Extension Right
J. Top-Up Option
K. Issues with Top-Up Options
L. California Targets
M. Offer Conditions
AfterWordsSM
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I. Overview
II. Threshold Issues
A. Reasons for Two-Step Deal
B. Reasons to Avoid a Two-Step Deal
C. Best Price Rule
D. Revlon Duties
III. Deal Documents
A. Preliminary Documents
B. Exclusivity Agreement
C. Window-Shop Arrangement
D. Disclosure of Exclusivity Agreement
E. Question: Fiduciary Outs
F. First and Second Step Conditions
G. Short-Form Merger Advantages
H. Subsequent Offering Periods
I. Unilateral Extension Right
J. Top-Up Option
K. Issues with Top-Up Options
L. California Targets
M. Offer Conditions
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 | Richard E. Climan, Lou R. Kling, Stephen P. Lamb, Eileen T. Nugent, Paul D. Tosetti |
| 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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