Recently, in the Mergers and Acquisitions course at Harvard Law School, four preeminent M&A practitioners discussed deal protection and fiduciary outs in merger transactions with Vice Chancellor Leo Strine, Jr., who teaches the class. The panelists were Philip Gelston, a corporate transactional partner at Cravath, Swaine & Moore LLP; Stuart Grant, co-founder of Grant & Eisenhofer P.A.; Paul Rowe, a litigation partner at Wachtell, Lipton, Rosen & Katz; and Audra Cohen, a mergers and acquisitions partner at Sullivan & Cromwell LLP.
The panel discussed Delaware’s significant deal protection decisions, including Smith v. Van Gorkom, Paramount Communications, Inc. v. Time Inc., Paramount Communications, Inc. v. QVC Network Inc., Quickturn Design Sys., Inc. v. Shapiro, ACE Ltd. v. Capital Re Corp. (in which the Vice Chancellor wrote the decision of the Chancery Court level) and Omnicare Inc. v. NCS Healthcare, Inc. There was then discussion of the advisory opinion in CA, Inc. v. AFSCME Employees Pension Plan and its implications.
The video of the panel is available here (Quicktime .mov file).