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, the Federal Trade Commission, the Department of Justice, the media, and the University of California, Berkeley.

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, Senior Counsel, Google Inc.

For a copy of the agenda, click here.

For access to the recording of the webcast, click here.

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

We were glad to see so many of you in Tel Aviv for the conference “Transactions, Tactics and Opportunities: Israel and Global Dealmaking” involving Cleary Gottlieb lawyers from China, Europe and New York, executives from Israel’s leading companies, and lawyers from prominent Israeli law firms.

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 Abena Mainoo, Associate, Cleary Gottlieb.

For more information on the agenda, click here.

For access to the recording of the webcast, click here.

Ethan Klingsberg was named an “M&A MVP” by Law360 for 2014. Ethan was profiled in an accompanying article that highlights his work advising Family Dollar Stores in its merger offers, long-standing client Kindred in its acquisition of Gentiva in a $719.6 million cash-and-stock deal, and Google in its $2.91 billion sale of Motorola’s handset business to Lenovo Group. The profile also notes that Ethan’s affinity for “cultivating relationships with clients has kept [him] busy where he’s being sought out for deal after deal.”

To view Ethan’s profile by Law360, please click here.