Mergers & Acquisitions

While 2023 proved to be a challenging year for M&A activity globally, a modest rise in completed deals in the first quarter of 2024 hints at the possibility of a measured resurgence. Nonetheless, dealmakers continue to face a host of uncertainties, from global conflict, to a shaky economic recovery, to stubbornly high inflation. 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? How can companies prepare to withstand increasing antitrust scrutiny of mergers and acquisitions, and how should they think about the Department of Justice’s new safe harbor policy for self-disclosed misconduct discovered during the M&A process? 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, increased regulatory scrutiny, and how boards can build a record that will withstand inevitable litigation scrutiny.