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The Decision to Sell

Learn about the standards a board’s directors are held to and how courts determine whether the board has breached their duties when deciding to sell the company.

Transcript

Boards of directors are responsible for making strategic decisions that shape the future of the companies they serve. One of the most critical decisions in a company’s life cycle is the decision to sell or merge.

I. Standards of Conduct

Fundamentally, directors are held to certain standards of conduct based on the fiduciary duties they owe to the companies they serve. Directors must act in good faith and in the company’s best interests. They shouldn’t use their position for personal gain at the...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
  • M&A Laws
  • Key Players
  • The Decision to Do the Deal
3. M&A Transaction Structures
  • Statutory Mergers
  • Equity Sales
  • Asset Sales
  • M&A: Tender Offers
  • Tender Offer Rules and Regulations
  • Proxy Contests
4. The M&A Deal Process
  • Valuation
  • First-Step Agreements
  • Due Diligence
  • Getting the Shareholder Vote
  • The Appraisal Remedy
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