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Transactional

Week Ahead in Mergers & Acquisitions: May 17, 2021

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(Reuters) - Here are some upcoming events of interest to the M&A law community. Unless otherwise noted, all times are local, and court appearances are virtual due to the COVID-19 pandemic.

Tuesday, May 18

9:15 a.m. - The Delaware Chancery Court will hear oral arguments in investor Suzanne Flannery's proposed class action accusing the board and major backers of cancer testing business Genomic Health Inc of failing to act in shareholders' best interests in completing a $2.8 billion 2019 merger with diagnostics company Exact Science Corp and a blank check company. Flannery claimed that the board approved the cash and stock deal despite signs that Exact Science's share prices were inflated.

The case is Suzanne Flannery v. Genomic Health, Inc., No. 2020-0492, in the Court of Chancery for the State of Delaware. For Flannery: Samuel Closic and Eric Juray of Prickett Jones & Elliott. For Genomic: Robert Saunders, Stefania Rosca and Matthew Conrad of Skadden, Arps, Slate, Meagher & Flom.

12 p.m. - The American Bar Association will host an event called “Big Tech Trial Juror Study,” featuring presentations by attorneys and economists exploring how jurors would react to a Big Tech monopolization case. The event will be moderated by David Reichenberg of Cozen O'Connor. Speakers include Vic Domen of Norton Rose Fulbright; Paula Morency of Schiff Hardin; Kai-Uwe Kuhn of consulting firm Brattle Group; Celeste Saravia of Cornerstone Research; Kalpana Srinivasan of Susman Godfrey; and Bob Van Nest of Keker, Van Nest & Peters. For more information, click here.

1 p.m. - As part of its 8-part M&A series, the ABA will host an event, “Code Section 280G Issues in Private and Public Company Deals: Pitfalls in Practice,” to advise attorneys on how to avoid public company deal troubles that might crop up in a deal's shareholder approval process, calculation and other areas. Susan Wetzel of Haynes and Boone will moderate. Speakers include Adam Cohen of Eversheds Sutherland, Laura Westfall of King & Spalding and Eric Winwood of Sidley Austin. For more information, click here.

2:30 p.m. - The ABA will host an event, “Equity Plans: How to Avoid Missteps in Continuing, Cashing Out or Substituting Equity in Stock Sales and Mergers,” the sixth installation of its 8-part M&A webinar series. The event will cover topics such as advice on including performance awards as part of public company mergers or spinoffs. The webinar will be moderated by Mark Bodron of Baker Botts. Speakers include Andrew Liazos of McDermott, Will & Emery; Robin Melman of Baker Botts and Cisco Palao-Ricketts of DLA Piper. For more information, click here.

5 p.m. - The ABA will host the “Antitrust Law Section Virtual Networking Event,” where attorneys can connect with their colleagues and section leaders, members and staff. For more information, click here.

Wednesday, May 19

1 p.m. - The ABA will host the seventh event in its M&A webinar series, “Modification, Termination and Continuation of Non Qualified Deferred Comp Plans in Corporation Transactions,” to review how employment agreements and equity awards can be handled in deal agreements. Susan A. Wetzel of Haynes and Boone will moderate. Speakers include Sandra Cohen of Cohen & Buckmann, J. Robert Fowler of Kirkland & Ellis and Robert Neis of Deloitte Tax. For more information, click here.

1:30 p.m. - The Delaware Chancery Court will hear oral arguments pertaining to Teamsters Local 237 Additional Security Benefit Fund and other investors' proposed class action accusing Dan Caruso, the CEO and founder of telecommunications infrastructure company Zayo, of allegedly making misleading statements and acting against shareholders' interests to ink a $14.3 billion buyout.

The case is Teamsters Local 237 Additional Security Benefit Fund v. Dan Caruso, No. 2020-0620, in the Court of Chancery for the State of Delaware. For Teamsters Local 237: Gregory Varallo of Bernstein Litowitz Berger & Grossmann. For Caruso: Edward Micheletti of Skadden Arps Slate Meagher Flom.

2:30 p.m. - In the ABA’s last M&A webinar series event, “Severance and Deal Bonuses - No Good Deed Goes Unpunished,” a panel will discuss post-deal closing employee bonuses, control severance agreements and other employment agreements. The event will be moderated by Mark Bodron of Baker Botts. Speakers include Christopher Kang of Haynes and Boone, Andrew Oringer of Dechert and Stefan Smith of Locke Lord. For more information, click here.

4 p.m. - The ABA will host the “ADR for Transactional and New Attorneys” event. The meeting will be moderated by Sanford Pastroff, senior counsel for Whirlpool Corp. Speakers include Alicia Batts, Dylan Carson, Joie Hand and Jeffrey Roberts of Faegre Drinker Biddle & Reath. For more information, click here.

Friday, May 21

1:30 p.m. - The Delaware Chancery Court will hear oral arguments regarding investor Joseph Lawrence Ligos proposed class action accusing oil and natural gas company Isramco Inc.'s board of completing an unfair merger process by allegedly ignoring conflicts of interests with the company's controlling shareholder and buyer Naphtha Israel Petroleum Corporation Ltd and making misleading statements in regulatory filings. Isramco and Naptha announced in 2019 that Naptha would purchase the rest of the shares it didn't own in the energy company for $121.40 each.

The case is Joseph Lawrence Ligos v. Isramco, Inc., et al., No. 2020-0435, in the Court of Chancery for the State of Delaware. For Ligos: Samuel Closic and Stephen Dargitz of Prickett Jones & Elliott. For Isramco: Bradley Aronstam and Ad am Gold of Ross Aronstam & Moritz.

Know of an event that could be included in Week Ahead in M&A? Contact Sierra Jackson at sierra.jackson@thomsonreuters.com

(Note: This story has been updated to include information about the cases Suzanne Flannery v. Genomic Health, Inc.; Teamsters Local 237 Additional Security Benefit Fund v. Dan Caruso; and Joseph Lawrence Ligos v. Isramco, Inc., et al.)

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