After taking a short break following the emergence of COVID, the M&A market rebounded with a vengeance. In this environment, every publicly traded corporation needs an M&A strategy. Is it a buyer or a seller? Is it prepared to respond to an adequately priced offer from a credible bidder? What’s the smartest way to deploy a poison pill, if at all, and how can the board intelligently try either to fend off an attack or negotiate for a higher price? Also, how can a board be sure that it’s getting the best legal and investment banking advice for the challenge that it’s facing? This session will convene leading experts to discuss best practices in board engagement with M&A strategy and implementation, from both the buy and sell side. The session will explore current at-market bidding practices, director fiduciary
responsibilities in M&A transactions, implications of shareholder activism, the importance of Delaware’s reliance on independent committees and on majority of minority approval in M&A transactions, potential investment banker and law firm conflicts, and how boards can build a record that will withstand inevitable litigation scrutiny.