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: Law Blog - WSJ.com

Post-Gaming the Big Tulane M&A Confab

By Dan Slater

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tulane A big legal event took place in Big Easy last week: The Twentieth Annual Corporate Law Institute conference at Tulane University. Herewith are a few sights, sounds, shouts and murmurs from the corporate law confab.

More Hostile Tenders? No, that’s not the Law Blog Oxymoron of the Day. Rather, it’s what S&C’s M&A veteran, Jim Morphy, believes we’ll see more of in the current deal environment. In an interview with our friends at the WSJ’s Deal Journal, Morphy, who’s currently working on the sale of Bear Stearns to JPM, as well as Microsoft’s unsolicited offer for Yahoo, said that, with private equity buyers bowing out of the deal market, there’s a raft of opportunity for strategic buyers. “On the sell-side it makes things a little sticky, because sellers are asking whether right now is the right time to sell. I think that explains why we’ll see more hostile tender offers, because you’ll see more buyers who want to buy and sellers who want to sell.”

A Giant MAC: “The past nine months have felt like a giant MAC,” Faiza J. Saeed, a partner at Cravath, Swaine & Moore, reportedly said at Tulane’s Corporate Law Institute conference last week. The NYT Dealbook has a report on a panel of deal lawyers that discussed the future of the MAC, or “material adverse change,” a contract clause that dictates when a buyer is entitled to walk away from a deal. With deals like Cerberus/United Rentals falling apart due in part to buyer’s remorse, lawyers were asking whether MACs still carry any weight.

MACs, writes Dealbook, were initially meant to examine how poorly a company performs from a deal’s start to its closing. But as demonstrated in the cases of Sallie Mae and Home Depot’s professional-supply unit, the language of today’s MAC is often quite abstruse, and can be seen as referring to broader market changes.

Shareholder Rights and the BRIC Countries: The Deal.com’s Dealscape blog muses on the meaning of a comment by Wachtell’s Marty Lipton that U.S. shareholder democracy will have a hard time competing with the state corporatism of Russia, China and other emerging economies. According to Dealscape, he made the remark on a panel reviewing the last 20 years of M&A. Lipton, the creator of the poison pill, raises a fascinating question: How will corporate governance evolve in countries like China and Russia?

Full post as published by Law Blog - WSJ.com on April 07, 2008 (boomark / email).

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