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Getting the Shareholder Vote

Learn about the rules governing shareholder voting, including the federal rules regulating proxy solicitation.

Transcript

Obtaining shareholder approval is a critical step in most M&A deals.

I. Shareholder Approval

The precise requirements for shareholder approval vary depending on the transaction's structure and the applicable state law.

As you may recall from our chapter on transaction structures, a vote of shareholder approval is inherently required in proxy contests. Similarly, the approval of both the acquiring and target companies’ shareholders is almost always required for mergers. Shareholder approval...

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