David B. Feirstein
5/1/2013 - M&A Update
Kirkland & Ellis LLP
Appraisal, or dissenters’, rights, long an M&A afterthought, have recently attracted more attention from dealmakers as a result of a number of largely unrelated factors.
4/17/2013 - M&A Update
Kirkland & Ellis LLP
A record date, often viewed in the merger context as a mere mechanic to be quickly checked off a “to do” list, creates a frozen list of stockholders as of a specified date who are entitled to receive notice of, and to vote at, a stockholders’ meeting.
3/15/2013 - M&A Update
Kirkland & Ellis LLP
With valuations stabilizing and the M&A market heating up, a rebirth of stock-for-stock deals, after a long period of dominance for all-cash transactions, may be in the offing.
2/14/2013 - M&A Update
Kirkland & Ellis LLP
The “crown jewel” lock-up, a staple of high-stakes dealmaking technology in the 1980s M&A boom, has been showing some signs of life in the contemporary deal landscape, albeit often in creative new forms.
11/12/2012 - M&A Update
Kirkland & Ellis LLP
As companies prepare for the upcoming proxy season, the recent Delaware decision in the Seinfeld case offers a cautionary note for boards as they consider director equity and incentive awards and the terms of the plans under which they are issued.
10/18/2012 - M&A Update
Kirkland & Ellis LLP
The long-held view of deal practitioners has been that, absent differential consideration or a rollover of all or a part of its shares, the size of a significant stockholder’s stake in a target should not affect its (and its affiliated directors’) ability to participate in a sale process or represent a conflict of interest that requires specific procedural protections.
9/6/2012 - M&A Update
Kirkland & Ellis LLP
During the course of negotiations of every public company deal, inevitably the conversation will turn to the amount of the breakup fee payable by a target company to a buyer if the deal is terminated under certain circumstances.
4/26/2012 - M&A Update
Kirkland & Ellis LLP
Whether or not to acquire a minority or “toehold” stake in a public company as a preliminary step towards a future business combination has been the subject of tactical debate for many years.
4/16/2012 - PEN
Kirkland & Ellis LLP
This issue includes the article “SEC Enforcement Eyes Private Equity Fund Managers,” which discusses how the SEC’s Enforcement Division has signaled its intent to increase enforcement actions against private equity fund managers. Also featured is “Custom-Made MAEs – Tailoring Your Risk Allocation,” which discusses that, while the traditional general MAE structure serves a useful purpose, a more tailored approach may be appropriate in certain transactions, particularly when there is a known risk or contingency.
3/8/2012 - Article
The Harvard Law School Forum on Corporate Governance and Financial Regulation
Daniel Wolf, David Feirstein and Joshua Zachariah discuss Material Adverse Effect provisions.
2/28/2012 - M&A Update
Kirkland & Ellis LLP
Regardless of the state of the deal market, Material Adverse Effect, or MAE/MAC, provisions remain among the most hotly contested negotiating points for dealmakers.
2/22/2012 - Article
The Harvard Law School Forum on Corporate Governance and Financial Regulation
Daniel Wolf, Sara Zablotney and David Feirstein authored this article on the general implications of a spin-off on transformational corporate merger activity and certain structures that may allow for a combination of the two.
2/1/2012 - M&A Update
Kirkland & Ellis LLP
Even with the recent slowdown in M&A activity, spinoffs have been among the transactions of choice in the past year. With everyone from economic mainstays like ConocoPhillips and Kraft to high-profile new players like TripAdvisor engaging in separation deals in the latest round of deconsolidation, it is an opportune time for dealmakers to consider the general implications of a spin-off on transformational corporate merger activity and certain structures that may allow for a combination of the two.
12/6/2011 - M&A Update
Kirkland & Ellis LLP
With the M&A market recovery losing steam in the second half of 2011, dealmakers are faced with increased global macro-economic jitters, election year incertitude and tightened financing markets.
10/6/2011 - M&A Update
Kirkland & Ellis LLP
Dealmakers working on public M&A transactions have recently seen increased focus on, and discussion of, what buyers and target boards “can” and “should” do in a sale context.
9/28/2011 - M&A Update
Kirkland & Ellis LLP
In a recent Kirkland M&A Update, we reviewed a Georgia appellate decision upholding a $281 million jury award to a spurned suitor, showing that even careful drafting of “non binding” language in a letter of intent may not be effective in avoiding unanticipated binding obligations if the parties’ conduct is inconsistent with those provisions.
