"Keeping the Genie in the Bottle: Dealing with Conflicts of Interest in M&A Transactions," Program Chair and Speaker, ABA Section of International Law 2014 Spring Meeting, New York City
As part of the ABA International's 2014 Spring Meeting, partner Elena Norman will be participating in a panel entitled, "Keeping the Genie in the Bottle: Dealing with Conflicts of Interest in M&A Transactions." The panel will discuss the facts and conflict issues which arose in several recent cases including those:
- where management or a large shareholder want to take the corporation private (Dell; Dole; MFW),
- where a shareholder or director wishes to buy assets from or sell assets to the corporation (Southern Peru),
- where bankers provide financing for a transaction as well as participate in the sales process
on behalf of a seller (El Paso; Del Monte), or
- where former company executives are retained to advise on a company buyout (Gardner Denver).
Decisions in the Delaware courts in recent years have led to a change in the way corporate boards now handle—or should consider handling— these situations, and give insight into the benefits of utilizing a well-functioning special committee of the board. The panel is sponsored by the International M&A and Joint Venture Committee of the ABA International and moderated by attorney Jeffrey Kerbel of Bennett Jones LLP, Toronto, Ontario, Canada.