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Controlling Shareholder Transactions

Learn about transactions involving controlling shareholders, the standards applied, and minority shareholder protections.

Transcript

M&A transactions involving controlling shareholders present unique concerns. Courts strive to balance the rights of controlling shareholders with the board’s duty to protect the company and its minority shareholders from potentially harmful self-dealing.

I. Controlling Shareholder

Let’s start by defining controlling shareholder. The terms majority shareholder and controlling shareholder both refer to a shareholder or group of shareholders who have the power to exercise control over a...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company