June 1, 2019Books

Rolin Bissell Co-authors Chapter on Post-Announcement Deal Derailers in ABA Publication, The Role of Directors in M&A Transactions

Corporate Litigation and Counseling Partner Rolin P. Bissell ​contributed a chapter to the recently released The Role of Directors in M&A Transactions:  A Governance Handbook for Directors, Management and Advisors published by the Mergers & Acquisition Committee and the Corporate Governance Committee of the American Bar Association’s Business Law Section.

In Chapter 14, Post-Announcement Deal Derailers, Mr. Bissell discusses issues directors of an acquisition target may confront after the signing of a definitive merger agreement but before a merger closes, including: 

  • Target board responses to competing bidders
  • Superior proposal provisions and how they shape the target’s response
  • Disclosure of competing bids to the buyer and the exercise of matching right
  • Disclosure to the target’s stockholders
  • How a target board may engage with a topping or jumping bidder
  • Target stockholder opposition to the merger
  • Intervening material financial or operational developments that van threaten
  • Material adverse change disputes
  • Failure to meet other conditions precedent to completion of a merger

This handbook has been deemed a "must read/must own" for practitioners and directors of both private and public enterprises who seek in-depth information regarding the processes and current law surrounding M&A transactions.

Mr. Bissell has over 30 years of experience assisting companies, their boards, and significant investors with counseling and litigation concerning complex Delaware corporation law issues arising from major transactions, activist campaigns, financial distress situations, and other forms of corporate crisis. He can be contacted at [email protected] or 302.571.6560 if you have questions regarding director responsibilities in an M&A transaction. 

CLICK HERE to visit the ABA's website and purchase The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.