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Chancery Court Programs, Spring, 2020
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CHANCERY COURT PROGRAM
APRIL 21, 2020
Closing Conditions: Their Evolution During the 21st Century and Why That Matters Now
As the COVID-19 pandemic forced dramatic changes in business operations and performance, this program brought together one of the most experienced M&A transactional lawyers in the world, two Vice Chancellors on Delaware’s Court of Chancery, and the former Chief Justice of the Delaware Supreme Court to examine how deal closing conditions, especially material adverse effect provisions, have evolved to favor sellers. The panel reviewed how that evolution might affect the ability of buyers and their financing sources to abandon currently pending deals, and how deal documentation might evolve in response to experience in the pandemic. The Vice Chancellors briefed us on pending cases and also provided up to the minute insights on the ways in which the Court of Chancery has adapted to constraints limiting in person gatherings, while still addressing pressing business needs for judicial oversight. moderator Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics,
University of Pennsylvania Carey Law School
panelists Hon. Kathaleen McCormick, Vice Chancellor, Delaware Court of Chancery Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court Hon. Morgan T. Zurn, Vice Chancellor, Delaware Court of Chancery
MARCH 17, 2020
Cross-Border Deal Dynamics in a Fragmenting World: Regulatory Protectionism, Global Sustainability and Worker Concerns, Chinese State-Sponsored Enterprises, and Brexit
In this program – ILE’s first (and successful) attempt to deliver its programming virtually in the face of the COVID-19 pandemic – three experienced international M&A lawyers assembled in a New York conference room to share their perspectives on the comparison between U.S. and international merger and acquisition practices. Based on their experience with deal-making practices in the UK, the Netherlands, Germany and France, the panelists compared U.S. practices with their European counterparts, focusing on differences among tender offer and merger structures, timelines for regulatory and other conditions, due diligence, board and shareholder approvals, negotiation timing and scope, the role of acquisition agreements, regulatory activism, and deal certainty. moderators Hon. Leo E. Strine, Jr., Former Chief Justice, Delaware Supreme Court Lawrence A. Hamermesh, Executive Director, Institute for Law and Economics,
University of Pennsylvania Carey Law School
panelists George Casey, Shearman & Sterling LLP Rebecca Runa Pinto-Noome, NautaDutilh Megan Ridley-Kaye, Linklaters LLP
contributors Michal Berkner, Cooley LLP Harald Selzner, Latham & Watkins LLP
1 Lawrence Hamermesh, University of Pennylvania Carey Law School.
2 Hon. Kathaleen McCormick, Delaware Court of Chancery
3 Hon. Leo E. Strine, Jr., former Chief Justice, Delaware Supreme Court
4 Hon. Morgan Zurn, Delaware Court of Chancery.
5 Megan Ridley-Kaye, Linklaters LLP; George Casey, Shearman & Sterling LLP; and Rebecca Runa Pinto-Noome, NautaDutilh.
6 Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom, LLP
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