Public/public deal process and terms are driven and constrained by the Revlon market check mandate, the target’s insistence on deal certainty (and possibly reverse termination fees), the increased risk of regulatory intervention, the near certainty of a M&A strike suit and the possibility of derivative litigation. In addition, public companies continue to look to spin-offs and divestitures to stay focused on core competencies and patent monetization efforts. Deal volume has been driven by large pharma/healthcare deals and cross-border deals.

Topics to be covered include:

• Managing Wall Street, board and stockholders
• Recent case law developments
• Reverse termination fees hitting new heights (Google/Motorola; Mobility; T-Mobile/AT&T)
• Decline in hostile and contested bids
• Cash remains king but stock deals still getting done (e.g., Lam Research/Novellus)
• Dual track – tender offer and one-step (3G/Burger King)
• Care in drafting the NDA (Martin Marietta/Vulcan; RAA Management vs. Savage Sports Holdings)