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Introduction Transactions Overview Initiation of Transaction Process Lock-up Agreements Management Participation Conditions Transaction Timing Special Meeting Dividends and Other Distributions Material Adverse Effect Interim Period Covenants Representations and Warranties Non-Solicitation Right to Match Alternative Acquisition Proposals Break Fee Reverse Break Fee Expense Reimbursement Specific Performance Appendix A: Methodology Appendix B: Transactions Reviewed Appendix C: Blakes Mergers & Acquisitions Practice   Non-Solicitation     What constituted a Superior Proposal? If the acquisition proposal was _______ to the existing proposal.             When could access to Target's confidential information be provided to a third-party? If the acquisition proposal _______ a Superior Proposal.             When could Target terminate the transaction agreement with Buyer? If the acquisition proposal from the third-party _______ a Superior Proposal.             In what percentage of transactions was Target required to: Not waive existing standstill provisions? 88% Include standstill in confidentiality agreements with third-parties? 64% Actively prosecute and enforce existing standstill provisions? 40% Not pay fees and expenses of a third-party bidder? 0%         Prior to providing access to a third-party bidder, in what percentage of transactions was Target required to provide Buyer with: Identity of third-party bidder? 82% Copy of confidential documents provided to third-party? 72% Summary of material terms of alternative proposal? 70% Copy of alternative proposal and related documents? 54%     Go to top