Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
A two-step merger is a common acquisition structure for public company sale transactions. Under this structure, the buyer commences a tender or exchange offer to obtain over 50% of the target’s voting shares, followed by a second-step merger to acquire the remaining voting shares. Generally speaking, unless the buyer obtains 90% or more of the target’s voting shares in the first-step tender or exchange offer (or through exercising a “top-up option,” if any), the target’s stockholders must vote to approve the second-step merger. This stockholder vote requires a proxy statement or an information statement to be delivered to the target’s stockholders, which can be onerous.
A proposed amendment to the Delaware General Corporation Law under consideration by the Delaware State Bar Association would eliminate the stockholder vote required under that law to effect the second-step merger. The proposal only applies to targets whose shares are listed on a national securities exchange or held of record by more than 2,000 holders. In addition, among other things, the proposal would (1) require the parties to include specific language in the merger agreement to opt-in to the proposed law, (2) require the parties to effect the second-step merger as soon as practicable following the completion of the tender or exchange offer and (3) would prohibit any “interested stockholders” (generally, stockholders owning more than 15% or more of the target’s voting shares) from being party to the merger agreement.
The proposal would not alter the fiduciary duties owed by directors to stockholders in connection with the transaction, or the judicial scrutiny applicable to the decision to enter into the transaction. If desired, the proposal would permit a company to amend its certificate of incorporation to require the second-step stockholder vote.
The proposal would be effective for merger agreements entered into on or after August 1, 2013.
OUR TAKE: The proposal, if adopted, would be a major development under Delaware law, because it may shorten significantly the time and effort needed to effect two-step mergers in Delaware.
The proposal also may mostly eviscerate the need for “top-up options” afforded to some buyers in merger agreements. These provisions require the target, once the number of tendered or exchanged shares reaches a specified percentage, to issue to the buyer the number of shares of capital stock required to get the buyer over the 90% threshold, so that the buyer can effect a short-form merger without seeking approval by the target’s other stockholders.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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