(Community Matters) Baker Botts partner, Steven Tyndall presented to Entrepreneurs Foundation member company CEOs and friends at yesterday’s Legal Bites Breakfast. His topic: mergers & acquisitions, fiduciary duty of officers & directors during M&A, and acquisitions involving distressed entities or depressed valuations.
Well attended. The Entrepreneurs Foundation hosts these once a quarter. In addition to Legal Bites Breakfast (presented quarterly by the five law firms on our legal council), we also host Capital Interests at which our banking partners present on relevant capital markets topics.
Steve presented lots of note, especially that the standards by which directors and officers will be held by Delaware courts changes from the business judgement rule to one of Entire Fairness if an M&A transaction involves a controlling shareholder, affiliate or some other insider – also, the fact that the acquisition of assets can be declared a defactor merger and all liabilities deemed assumed in certain circumstances.
