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On March 20, 2015, Cleary Gottlieb partner Christopher E. Austin participated in Tulane University Law School’s 27th Annual Corporate Law Institute. Mr. Austin moderated the panel “What’s ‘Market’ in Merger Agreements.” The panel focused on the issues that arise in negotiating the key provisions of public company merger agreements and differing ways of resolving those…

We were glad to see so many of you in Berkeley for a lively and interactive roundtable discussion on “Antitrust, Governance, M&A in 2015: Challenges and Conundrums for the West Coast” among senior personnel from law firms, in-house legal departments, financial advisory firms, proxy solicitors, proxy advisory firms, the media, the Delaware Court of Chancery,…

As expected, 2014 proved to be a challenging year for boards.  The legal and economic environments continued to grow more complex, and directors faced increasing scrutiny from investors and governmental authorities in the forms of market reaction, shareholder activism, litigation and enforcement and regulatory activity.  We expect these trends to continue, and boards will need to remain extremely proactive in their oversight and involvement in 2015.
Continue Reading Selected Issues for Boards of Directors in 2015

On Thursday, December 18, 2014, Cleary Gottlieb and The Conference Board hosted the webcast “Planning for Divestitures” from 3-4 PM. The webcast was moderated by Marcel Bucsescu, Assistant Director of The Conference Board Governance Center, and the panelists were Paul M. Tiger, Partner, Cleary Gottlieb, Daniel Ilan, Partner, Cleary Gottlieb and Svilen Karaivanov,…

Directors of public companies are increasingly facing pressure from hedge fund and institutional stockholders to engage in accretive combinations with competitors.  But they must balance this pressure against the willingness of antitrust regulators in the United States, Europe, China and beyond to delay transactions and either require significant divestitures or conduct remedies or just block these combinations outright. 
Continue Reading Delaware Chancery Court Provides Guidance on Fulfillment of Fiduciary Duties When Evaluating Antitrust Risk

The widespread practice in private acquisitions of combining a “subsidiary merger” acquisition structure with release, indemnification, and escrow arrangements, which purport to bind the target stockholders, received a jolt from the Delaware Court of Chancery’s recent decision in Cigna v. Audax.
Continue Reading Wake Up Call for Private M&A Deal Structuring

On Thursday, November 20, 2014, Cleary Gottlieb and The Conference Board hosted a Governance Watch Webcast on Global Investigations from 3-4 PM. The webcast was moderated by Marcel Bucsescu, Assistant Director of The Conference Board Governance Center, and the panelists were Jonathan Kelly, Partner, Cleary Gottlieb, Jonathan S. Kolodner, Partner, Cleary Gottlieb and …