The Widener University School of Law and the Delaware Journal of Corporate Law are sponsoring a symposium on Delaware corporate law on Monday, April 11, 2011 at the law school, with a topic of:
Irreconcilable Differences: Director, Manager and Shareholder Conflicts in Takeover Transactions
The sponsors describe the symposium and the agenda as follows:
Takeover Transactions involving directors, managers, and shareholders are rife with conflicts. These conflicts can be stark as in a freeze-out or management buy-out. They can also be more subtle. Management can be requested to remain part of the management group, a so-called management buy-in. A controlling shareholder can receive a differential benefit in a takeover. Directors and management can skew the takeover process to preferred bidders through control of the sale process and negotiation of acquisition agreement lock-ups. From a buyer perspective, directors can structure the takeover to further entrench themselves. The Delaware courts have recently grappled with many of these issues. Recent opinions have addressed poison pills, the appropriate standard to govern judicial review of freeze-out transactions, differential treatment of controlling and non-controlling shareholders, the parameters of lock-ups, and issues arising from undue management influence in the management buyout process.
The Delaware courts are also grappling with the appropriate remedy when proper procedures are not utilized in a takeover. This conference hosted by The Delaware Journal of Corporate Law will bring together academics, judges, and practitioners to discuss the current Delaware case-law on these issues, appropriate standards to regulate these conflicts, and related research.
Symposium Chair – Steven M. Davidoff
Symposium Planning Committee – Caroline M. Gentile, Paul L. Regan