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Navigating Conflicts in M&A Transactions

Level: Advanced
Runtime: 96 minutes
Recorded Date: April 29, 2021
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• Overview
• Conflicts of Interest in M&A Transactions
        - Potential to Alter Outcome for the Company & Stockholders
        - Change to Standard of Review
        - Business Judgement Review vs. Entire Fairness
        - Exposure for Directors
        - Section 144 v Common Law
        - 102(b)(7)
• Overview of Areas where Conflicts of Interest Arise
        - Directors
        - Stockholders
        - Management
        - Advisors

Runtime: 1hour, 36 minutes
Recorded: April 29, 2021


The program will cover recent developments in navigating the actual and potential conflicts of interest that often surface in M&A transactions when dealing with significant stockholders, boards of directors, senior executives, and investment bankers.

This program was recorded on April 29th, 2021.

Provided By

American Bar Association
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Tali Sealman

Partner, Silicon Valley
White & Case LLP

Tali Sealman is a partner in White & Case's global Mergers & Acquisitions and corporate practice, based in Silicon Valley.

Tali's practice focuses on private and public M&A and general corporate representation of emerging technology and life science companies and venture capital investors. Tali represents strategic and financial buyers and sellers in public and private acquisitions. Tali also represents companies at all stages of their lifecycle and across a broad range of industries, including software, enterprise, security, digital health, fintech, gaming, and blockchain.

Tali was named "M&A Legal Advisor of the Year" by The M&A Advisor in 2020. She is also listed in Euromoney's Women in Business Law Guide and Euromoney's Expert Guide for Corporate/ M&A in the United States in 2021.

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Nathaniel M. Cartmell, III

Pillsbury Winthrop Shaw Pittman LLP

Nathaniel Cartmell, a San Francisco-based Pillsbury Corporate partner, is nationally recognized for his M&A, corporate governance and securities work.

Nate regularly advises clients on multifaceted corporate matters, including public and private offerings, securities disclosures, complex merger and acquisition activity, and corporate governance issues. He helped craft an innovative corporate restructuring that won three M&A Advisor “Deal of the Year” awards in 2015. Nate has counseled numerous board committees on related-party transactions and corporate investigations. He formerly led Pillsbury’s Corporate and Mergers & Acquisitions teams.

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Melissa DiVincenzo

Morris, Nichols, Arsht & Tunnell LLP

Melissa provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. Clients look to Melissa for specialized knowledge of Delaware law when structuring transactions and confronting complex or novel corporate issues.

Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (DGCL), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law. Melissa has represented Fortune 500 companies, retailers, energy companies, agriculture and food businesses, technology companies, and many others on matters of Delaware law.

In her M&A practice, Melissa provides advice regarding public and private company acquisitions, fiduciary duty and conflict issues, and Delaware aspects of equity acquisition financing. She also serves as counsel to special committees of the boards of directors of Delaware corporations, providing insight on matters of Delaware law.

Melissa frequently provides reasoned and bottom line legal opinions in a number of contexts, including in connection with assessing whether a transaction constitutes a sale of all or substantially all of a corporation’s assets, in connection with real estate transactions entered into by Delaware corporations, and in connection with ordinary lending transactions.

Drawing on her extensive knowledge of the DGCL, Melissa prepares documents and conducts diligence in connection with the ratification of defective corporation acts pursuant to Section 204 and Section 205.

Melissa is actively involved with the American Bar Association’s Mergers and Acquisitions Committee and serves as the co-chair of the Private Company Merger Agreement Working Group. Appointed by the Delaware Supreme Court, Melissa served on the Delaware Board of Bar Examiners from 2015-2017. She previously served on the Delaware Bar Association’s subcommittee on Sections 204 and 205 of the DGCL.

Melissa frequently speaks on Delaware corporate law issues with a focus on M&A developments, the changing litigation landscape, and technical guidance from the Delaware courts on drafting matters.

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