Company Buyout

Company Buyout
1. One or more of the following topics relating to Delaware law governing controlling shareholder buyouts (CS Buyouts) after M&F Worldwide:
a. Will CS Buyouts effected through tender offers followed by mergers be treated
differently than CS Buyouts effected through one-step mergers?
b. How likely is it that controlling shareholders will take the steps required to make
the case that a CS Buyout should be subject to the business judgment rule?
c. Are special committees an effective method of ameliorating conflicts of interest? What should be the standard for the independence and disinterestedness of members of a special committee?
d. Are the requirements set forth in M&F Worldwide for subjecting a CS Buyout to the business judgment rule too onerous?
2. Should courts change the methods they currently use for determining fair price under the entire fairness standard or in an appraisal case?
3. Recent developments in the Delaware law relating to appraisals in an M&A context.
4. How should the law treat stapled financing?
5. How do courts treat fairness opinions and advice to directors given by financial advisors?
6. What should be the state law rules governing management buyouts (MBOs) that are not CS Buyouts?
7. A comparison of the law governing CS Buyouts or MBOs in Delaware and in another country.
8. Disclosure issues regarding projections or bankers analyses.
9. Conclusions to be drawn from recent cases criticizing financial advisors in mergers.
10. Do go-shop provisions effectively protect the target shareholders in MBOs?