Cleary Gottlieb partner Ethan A. Klingsberg participated in the live webcast, “Private M&A Wake Up Calls: Conflicted Board Risks, Post-Closing Unenforceability, & Shareholder Approval/Duty of Care Traps,” which streamed on February 26, 2015.

Topics included:

  • Lack of independence of boards of VC-funded targets – liability exposures, solutions, and practical advice for acquirors and targets
  • Impact of Cigna v. Audax and other recent decisions on the enforceability of post-closing indemnities, escrows, earn-outs and purchase price adjustments – and potential solutions to address these risks
  • Navigating Delaware court decisions and amendments to the state’s general corporation law – insights into securing quick stockholder approval and locking in deal certainty

To access our alert memo, “Wake Up Call for Private M&A Deal Structuring,” please click here.