Corporate Governance

M&A Transactions

A key component of our firm's M&A practice is advising boards of directors and board committees in connection with their fiduciary obligations under applicable state law and helping to ensure that board decision making follows good governance principles. Our attorneys focus on applying relevant state law principles in advising on conflict of interest issues, questions that require decision making by independent directors, sale/auction procedures, development of board briefing packages, and implementation/removal of antitakeover measures and transaction terms that implicate governance matters. Our attorneys have acted as counsel to special deal committees/independent committees of boards as well as having served as lead transaction counsel on either the buy or the sell side of transactions.

Representative Experience

  • Advised Aurora Bank, FSB, a wholly owned banking subsidiary of Lehman Brothers Holdings Inc., and Aurora's Board of Directors in connection with all matters related to the unwinding and final resolution of Aurora, including in connection with the sale of substantially all of its assets in nine separate sale transactions aggregating in excess of $2.5 billion of proceeds and the series of transactions resulting in the surrender of the bank charter and formation of a liquidating corporation.
  • Represented Integrated Mission Solutions, LLC (IMS), a DC Capital Partners portfolio company, in its $396.9 million acquisition of Michael Baker Corporation, a leading provider of architecture, engineering, and construction services for public and private sector clients worldwide. Michael Baker is incorporated in Pennsylvania, which has a statute permitting boards of directors to take into account various constituencies, including employees, in assessing unsolicited bids for a company. The firm advised IMS and DC Capital on strategies for approaching Michael Baker Corporation's Board and in structuring the bid to accommodate various concerns expressed by the Michael Baker Corporation Board involving issues other than price.
  • Advised State Bancorp, Inc., a publicly traded bank holding company, and its Board of Directors in connection with its acquisition by Valley National Bancorp, Inc. for approximately $222 million, including advice regarding the fiduciary obligations of the Board and the defense of the Company from litigation challenging the Board's decision to agree to the transaction.
  • Represented a publicly traded mid-size savings association holding company and its independent directors in connection with its decision to enter into an agreement to merge into a bank holding company and subsequently extend the time for completion of the transaction.
  • Advised the Special Committee of the Board of Directors of Claxson Interactive Group in connection with a going private transaction by controlling shareholder and management.


Top 10 Tips for Effective Board Oversight of M&A Transactions
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