BarbriSFCourseDetails

Course Details

This CLE webinar will provide guidance for deal counsel on the importance of careful contract construction in the LLC context to mitigate the risks of merger disputes. The panel will discuss lessons learned from recent merger cases, highlight the importance of understanding the default rules of the Delaware LLC Act, outline common pitfalls in drafting LLC agreements in the M&A context, and offer best practices and solutions for M&A counsel.

Faculty

Description

In M&A transactions it is imperative that deal counsel review the relevant organizational documents to understand the nature of their client's rights, obligations, and any limitations thereon. If a transaction involves a Delaware LLC, it is also important for counsel to understand the default rules of the Delaware LLC Act, including the ability to effect an amendment to an LLC agreement by a merger. In a recent case, a Delaware court upheld the validity of a merger effecting an amendment to the LLC agreement of the target company notwithstanding an amendment provision in the existing LLC agreement requiring different approval for amendments.

To avoid this type of unintended consequence, drafters should be aware of how courts have interpreted key provisions in LLC agreements in merger disputes to know how to carefully draft LLC agreements in the M&A context.

Listen as our expert panel unpacks the complexities of LLC agreements in the M&A context and the impact of the default provisions in the Delaware LLC Act on a merger involving a Delaware LLC.

Outline

  1. Overview: the importance of careful LLC agreement drafting
  2. Lessons learned from recent Delaware cases
  3. Implications of the Delaware LLC Act on LLC agreements
  4. Drafting tips for LLC agreements to mitigate the risk of merger disputes
  5. Practitioner pointers and key takeaways

Benefits

The panel will address these and other key considerations:

  • What are the key terms counsel should look for in an LLC agreement that may impact a future merger or acquisition?
  • How do the Delaware LLC Act's default terms impact a merger?
  • What terms or language should counsel add to an LLC agreement to contractually modify the default rules of the Delaware LLC Act when contemplating a merger?
  • What lessons can be learned from recent Delaware cases regarding merger disputes and how can these issues be mitigated with careful LLC agreement drafting?