At this session, the panel will discuss recent cases about deal protections and the practical issues that topping bidders face, as well as the techniques that parties deploy in connection with topping bids.

After completing this session, participants will be able to:

• Identify “what’s market” for deal protections
• Understand how bidders can navigate customary no-shop provisions to make topping bids
• Understand what targets of topping bids can do to act in the best interests of their shareholders

M&A activity continued to be down in 2023 as regulatory and financing uncertainty continued to suppress buyer and seller confidence. Deals seemed to take longer or were more complicated. The ability to properly advise companies, their boards of directors and special committees and to effectively negotiate M&A transactions requires detailed knowledge of the latest trends and developments affecting M&A.

This program will help you stay up to date on M&A activity and cutting-edge trends and developments regarding the impact of macro factors, M&A litigation, difficult negotiation and contractual issues, including shareholder activism, SEC disclosure matters, antitrust enforcement, tax and other issues with important M&A implications. Panels that include some of the most experienced and sophisticated legal and investment banking professionals, two members of the Delaware Court of Chancery and the Chief of the Office of Mergers & Acquisitions at the Securities and Exchange Commission will discuss these and other developments.