Board of Director & Special Committee Representations

The Board of Director and Special Committee Representations Practice handles a variety of M&A matters for clients, including:

• "Take private" acquisition transactions
• Transactions with controlling stockholders
• Negotiated transactions meriting the advice of independent legal counsel
• Other conflict of interest transactions

Latham's director advisory teams include lawyers from the firm’s Corporate and Litigation Departments. The firm believes that boards are best served by the insights of its experienced transactional counsel, in addition to the lawyers in Latham’s adversary practices who will be responsible for defending the board’s decisions and course of dealing should shareholder litigation arise.

The M&A board practice also benefits from the firm’s broader board governance counseling expertise, regarded as one of the thought leading practices in the United States.

In addition to the corporate legal regimes of the various jurisdictions of Latham’s offices, the firm’s M&A and litigation teams regularly provide counseling on Delaware corporate law matters and frequently appear in the Chancery Court in Delaware.

Conflict of interest transactions are often subject to the greatest degree of scrutiny by the courts and the public. In tense circumstances, Latham lawyers have extensive experience in assisting special committees with:

• Composition of special committee, including identifying independent members
• Scope, mandate and role of special committee, including guiding and documenting special committee process
• Standard of conduct for members of special committee under applicable law, including ensuring compliance with fiduciary duties
• Negotiating and documenting conflict of interest transactions, including the Board’s record of its deliberations.
• Retention of other key financial and investor advisors

To mitigate the out-of-pocket costs to clients’ corporate entities, Latham's insurance coverage team also assists director clients in obtaining coverage in connection with shareholder litigation.

Recent representative transactions include:

• Counseling Alpharma Inc. as advisor to the special committee in the US$300 million acquisition of all of its outstanding shares held by A.L. Industrier ASA (ALI)
• Counseling CBOT Holdings as advisor to the special committee in its US$25 billion merger with Chicago Mercantile Exchange Holdings Inc. — this transaction created an extensive and diverse global derivatives exchange
• Counseling Merrill Lynch & Co., Inc. as financial advisor to the special committee of Molson in its US$6 billion merger-of-equals with Adolph Coors Company
• Counseling Morgan Stanley Dean Witter as financial advisor to the special committee of Seagate Technology, Inc. in the US$18.5 billion sale of its holdings in VERITAS Software Corporation, and its acquisition by an investor group led by Silver Lake Partners
• Counseling Southern Peru Copper Corporation as advisor to the special committee in its US$4.3 billion acquisition of Minera Mexico, S.A. de C.V., an indirect subsidiary of Grupo Mexico S.A. de C.V., in a stock-for-stock transaction