MAJOR TOPICS: Disclosure based settlements of shareholder litigation challenging merger transactions (Dead or Alive post Trulia) Structuring Cash out mergers by majority or controlling shareholders (MFW) Business Judgment Rule Review for Post- Closing Damages Cases (Corwin) Developments in Appraisal Proceedings

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Pamela S. Palmer, Partner and Co-Chair of Securities Litigation Practice, Pepper Hamilton LLP
• Paul D. Tosetti, Partner and Co-Chair of Global Mergers & Acquisitions, Latham & Watkins LLP
• Eric S. Waxman, Partner, Ares Management LLC
• Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc.
© Copyright 2018 Expert Webcast – All Rights Reserved
RESOLVING SHAREHOLDER AND INVESTOR DISPUTES
May 31, 2018

2. 1
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3. 2
MODERATOR: Alex Kasdan, Senior Managing Director, DelMorgan &
Co., brings more than twenty-five years of senior-level Wall Street advice to
middle market companies, entrepreneurs and institutional investors. He has
extensive experience in investment banking, corporate law and restructuring at
world’s leading firms, including Credit Suisse First Boston, O’Sullivan Graev &
Karabell LLP (now O'Melveny & Myers LLP), Battle Fowler LLP (now Paul
Hastings LLP) and Schlumberger Ltd., and as a founding partner of
Convergence Capital Partners. Alex has worked on more than 100 domestic and
cross-border transactions in North America, Europe and Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Panelist: Pamela S. Palmer is a partner in the Trial and Dispute Resolution Practice Group
and co-chair of the Securities Litigation Practice of Pepper Hamilton LLP, resident in the
Los Angeles and Orange County offices.
Ms. Palmer handles a wide range of complex business disputes with emphasis in business v.
business disputes, investor and shareholder claims, securities and disclosure litigation, class
actions, derivative suits, merger and corporate control disputes, as well as consumer and
competition claims. She represents companies, officers, directors and professional service
providers in fiduciary duty, business judgment and professional liability cases, SEC and other
regulatory enforcement matters. She also advises clients on corporate governance, disclosure,
indemnification and D&O insurance coverage.
Ms. Palmer has a strong track record of achieving client-favorable pre-trial case dismissals and
insurance covered settlements. She also advises boards and special committees in internal
investigations involving whistleblowers, shareholder demands and auditor-initiated
investigations.
Ms. Palmer’s clients have included Fortune-ranked public companies, executives, boards, private
companies and individuals involved in a wide range of industries, including technology, internet
and digital media, life sciences, medical devices, wireless communications, broadcasting,
residential mortgage, financial services and commercial banking.
Ms. Palmer is listed in Chambers USA: America's Leading Lawyers for Business as a Recognized
Practitioner for securities litigation in California. Before joining Pepper, Ms. Palmer was a
litigation partner with Latham & Watkins and a member of its Whistleblower Task Force and
M&A Takeover Defense Group. Before private practice, Ms. Palmer served as a law clerk in the
Ninth Circuit.
Ms. Palmer holds a J.D. from University of Southern California Gould School of Law and a
B.A. from University of California, Irvine.
Two California Plaza
350 South Grand Avenue
Suite 3400
Los Angeles, CA 90071
United States
p: 213.928.9814
c: 310.403.7071
ppalmer@pepperlaw.com
www.pepperlaw.com

5. 4
Panelist: Paul Tosetti is a partner in the Los Angeles office of Latham & Watkins and is a member of
the Corporate Department. He served for 10 years as the Co-Chair of the firm's Global Mergers &
Acquisitions Practice.
In his practice, Mr. Tosetti focuses on the acquisition of companies on both a solicited and an unsolicited
basis, and has extensive expertise in the private equity arena.
Mr. Tosetti has over his career been involved in some of the nation’s most complex acquisition
transactions, including the representation of Allergan, Inc. in its response to the US$53 billion attempted
hostile takeover effort by Valeant Pharmaceuticals (and the associated proxy contest led by Pershing
Square and Bill Ackman); the subsequent sale of Allergan to Actavis plc in a US$73 billion transaction;
the representation of Questcor Pharmaceuticals in its US$5.6 billion sale to Mallinckrodt plc; the
representation of Beckman Coulter in its US$6.8 billion sale to Danaher Corporation; and the
representation of Oracle Corporation in its US$8.5 billion acquisition of BEA Systems, Inc.
Mr. Tosetti has also written and lectured on a variety of corporate and securities law matters.
Paul Tosetti has been recognized by numerous national and local publications. Mr. Tosetti was named
Dealmaker of the Year by The American Lawyer in 2015 for his representation of Allergan, Inc. in its
response to the US$53 billion attempted hostile takeover effort by Valeant Pharmaceuticals (and the
associated proxy contest led by Pershing Square and Bill Ackman), and the subsequent sale of Allergan to
Actavis plc in a US$73 billion transaction. Mr. Tosetti was also selected as a World Leading Lawyer in the
2015 edition of Who's Who Legal: Corporate - M&A and Governance; named the Best Lawyers’ 2013 Los
Angeles Mergers & Acquisitions Law Lawyer of the Year; cited by Best Lawyers In America as 2011 Los
Angeles Corporate Governance and Compliance Lawyer of the Year; is consistently ranked in Band 1
by Chambers USA and as a leading lawyer by Chambers Global for Corporate M&A; and was named one
of the country's leading 500 attorneys by Lawdragon Magazine in 2009. Mr. Tosetti also practices actively
in the area of sports and entertainment law, with experience ranging from the negotiation of television
contracts to the organization of new sports leagues.
Mr. Tosetti holds a JD from Harvard Law School, an MA from Oxford University and a BA from Harvard
University.
355 South Grand Avenue
Suite 100
Los Angeles, CA 90071
USA
+1.213.891.8770
paul.tosetti@lw.com
www.lw.com

6. 5
Panelist: Daniel H. Burch is the Chairman, CEO and co-founder in
1990 of MacKenzie Partners, Inc. a leading proxy solicitation, corporate
governance and investor relations consulting firm. In his role as advisor to
issuers, boards and investors, he is responsible for developing and
implementing strategies and campaigns for clients involved in proxy
contests, tender offers, mergers, shareholder activism, corporate
governance, financial restructurings and other complex corporate
transactions. The firm also offers its clients stockholder and bondholder
identification, beneficial owner analysis and market surveillance.
Mr. Burch has over 35 years of experience in the Proxy/M&A industry and
led his client’s campaigns in most of the largest tender offers and proxy
contests during his career. Previously, he served as director of corporate
development at Vornado Realty Trust (NYSE:VNO) and as a senior
executive at another of the original proxy solicitation firms for nearly 14
years.
Mr. Burch is a graduate of Lehigh University with a B.S. degree in
economics and accounting. He is a member of the American Society of
Corporate Secretaries and Corporate Governance Professionals and a
member of NIRI and frequently lectures on subjects of corporate
governance, merger and acquisitions and proxy contests.
1407 Broadway
27th Floor
New York, NY 10018
United States
+1 800-322-2885
+1 212-929-5748
dburch@mackenziepartners.com
www.mackeinziepartners.com

7. 6
Panelist: Eric S. Waxman, Partner, Private Equity Group, Ares
Management LLC. At Ares, Eric works on a variety of debt and
equity investments and also consults with portfolio companies on
significant legal issues.
Prior to joining Ares, Eric had over three decades of legal
experience before retiring from Skadden, Arps, Slate, Meagher &
Flom as a partner in the firm's litigation department. During his 32
years at the firm, Eric advised numerous corporations and their
boards of directors on issues involving corporate governance,
executive compensation, fiduciary duties and the federal securities
laws. Eric has also represented directors serving on board special
committees in a variety of circumstances.
Mr. Waxman has lectured and published in the areas of corporate
governance, securities litigation and derivative actions.
Mr. Waxman holds a J.D., University of California at Davis, 1982
(Editor, University of California-Davis Law Review) and a B.A.,
University of California at Los Angeles, 1979 (magna cum laude).
2000 Avenue of the Stars
12th Floor
Los Angeles California 90067
United States
310.921.7252 voice
310.770.8761 cell
ewaxman@aresmgmt.com
www.aresmgmt.com

8. 7
MAJOR TOPICS
A. Disclosure based settlements of shareholder litigation challenging merger
transactions (Dead or Alive post Trulia)
1. Shift to Federal Courts and State Courts outside of Delaware
2. Management of multi-forum litigation – forum selection bylaws
3. Application of PSLRA Discovery to Section 14(a) Proxy claims
4. Increase in cases being tried
5. Does it affect advice you give to clients (e.g. form of merger (Tender Offer v.
Merger) disclosures, forum selection by-laws if not already in place etc.)
B. Structuring Cash out mergers by majority or controlling shareholders (MFW)
1. Conditions to obtain Business Judgment review
2. Application by Chancery Court of MFW to challenged transactions
3. Meaning of Ab Initio (Onset of proposal or onset of negotiations)
4. Meaning of Control (Clear guidance or “I know it when I see it”)
5. Application to other transactions
a. Tender offers
b. Others

9. 8
MAJOR TOPICS (cont.)
C. BJR Review for Post- Closing Damages Cases (Corwin)
1. Full Disclosure
a. Directors opposing deal
b. Who led negotiations
c. Advisor conflicts/fees
2. Non-Coercive
Structural Coercion
Substantive Coercion
D. Developments in Appraisal Proceedings
1. Deal Price as measure of Fair Value
2. Synergies as deduct from Deal Price
3. Proposed Amendments to Del Code for Appraisal Rights in Two Step Mergers