Kirkland M&A Update Kirkland & Ellis LLP

Synthes-is: Some Answers on Controlling Stockholder Liquidity

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.