M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, February 26, 2013

Gibson Dunn's 2012 Survey on No-Shops & Fiduciary Out Provisions

In this client alert, Gibson Dunn details the results of its survey of no-shop and fiduciary-out provisions contained in 59 merger agreements filed with the SEC during 2012 reflecting transactions with an equity value of $1 billion or more.  Among other things, they have compiled data relating to

  • a target’s ability to negotiate with an alternative bidder,
  • the requirements to be met before a target board can change its recommendation,
  • each party’s ability to terminate a merger agreement in connection with the fiduciary out provisions, and
  • the consequences of such a termination. 



Break Fees, Contracts, Deals, Leveraged Buy-Outs, Merger Agreements, Mergers, Private Equity | Permalink

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