Negotiating the Public Company Merger Agreement

Corporate partner Joel Greenberg discusses "Negotiating the Public Company Merger Agreement" as part of the Practicing Law Institute's Mergers & Acquisitions 2017: Trends and Developments two-day seminar.

Greenberg's panel on January 12 addresses tailoring the merger agreement, deal protections and closing conditions, with an emphasis on the following topics:

• Deal protections: termination fees, no-shop provisions, and matching and topping provisions
• Social arrangements in mergers-of-equals
• MAE definitions
• Potential pitfalls in the merger agreement
• Mock negotiation of merger agreement

In addition to Greenberg's panel, the PLI conference covers other cutting-edge topics and recent developments, including deal structures, potential financial advisor conflicts, appropriate board processes and guidance, and other SEC issues, as well as recent trends and developments regarding Delaware litigation.