Speaking Engagement

Litigation Risk Management Series: Merger and Acquisition Litigation -- Can Your Board Record Survive the Challenge?

Wednesday, November 16 06:00 AM BST to 06:00 AM BST

BNA presents its Litigation Risk Management Series: Merger and Acquisition Litigation -- Can Your Board Record Survive the Challenge?

Date: November 15, 2011Time: 1:00 - 2:30 p.m. ET

While recent cases applying the enhanced scrutiny of Revlon v. MacAndrews & Forbes Holdings confirm that directors are free to select the path to value maximization so long as they choose a reasonable route to get there, those cases emphasize that the court must look closely at motivations of the board and other key players.

Directors and their advisors should be increasingly mindful of the need to ensure a fully-developed contemporaneous board record that properly takes into account any actual or perceived conflicting motivations. This documentation will carry their burden of demonstrating reasonableness under Revlon.

This program will address these issues as well as:

• Defending and documenting selective approaches to potential bidders following Dollar Thrifty, Health Grades, ev3, Orchid Cellmark, Answers Corporation and Atheros Communications• Relying on post-agreement market checks following Dollar Thrifty and Smurfit-Stone Container Corp.• Relying on non-price factors to reject a higher bid, following Cogent and Answers Corporation• Managing and disclosing management and banker conflicts following Del Monte, Transatlantic, Ness Technologies and Atheros Communications• Mixed consideration sales following Nymex, Occam Networks, and Smurfit-Stone Container Corp.

Learn more about how directors and their advisors should be increasingly mindful of the need to ensure a fully-developed contemporaneous board record that properly takes into account any actual or perceived conflicting motivations.

To register, visit the BNA website here.