Posts Tagged ‘Michael Schwartz’

Questions Surrounding Share Repurchases

Posted by Peter Atkins, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday March 14, 2013 at 9:35 am
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Editor’s Note: Peter Atkins is a partner of corporate and securities law matters at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden, Arps memorandum by Phyllis Korff, Michael Zeidel, Stacy Kanter, Michael Schwartz, Donnie Clay, and Yossi Vebman; the full text, including footnotes, is available here.

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to boost earnings may soon need to decide whether or not a share repurchase is the most productive use of their cash. This post addresses the questions surrounding share repurchases that companies should consider as they evaluate the advantages, disadvantages, legal implications and strategic considerations of share repurchases.


What are the ways a company can repurchase its shares?

There are four principal ways a company can repurchase its shares, all of which are discussed below:

(1) open market purchases;

(2) issuer tender offers;

(3) privately-negotiated repurchases; and

(4) structural programs, including accelerated share repurchase programs.

Most share repurchases are effected over time through open market purchases. These are often referred to as share repurchase programs or plans.

…continue reading: Questions Surrounding Share Repurchases

Campbell, Iridium, and the Future of Valuation Litigation

Posted by June Rhee, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Friday December 7, 2012 at 8:59 am
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Editor’s Note: The following post comes to us from Michael W. Schwartz and David C. Bryan, of-counsel and partner, respectively, at Wachtell, Lipton, Rosen & Katz. This post is based on an article published by the authors in The Business Lawyer, Vol. 67, Issue 4 (August 2012). The views expressed are those of the authors only, and should not be attributed to the firm or its clients.

Five years ago, two landmark federal court valuation decisions, VFB LLC v. Campbell Soup Co., 482 F.3d 624 (3d Cir. 2007), and In re Iridium Operating LLC, 373 B.R. 283 (Bankr. S.D.N.Y. 2007), held that contemporaneous market evidence—rather than discounted cash flow or other after-the-fact analyses created by paid experts for purposes of litigation—should be relied upon to value corporations for purposes of litigation. While a number of decisions have since followed Campbell and Iridium, the full potential of these decisions to make business valuation litigation less costly and less susceptible to hindsight bias has yet to be realized.

…continue reading: Campbell, Iridium, and the Future of Valuation Litigation

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