Healthy Skepticism: The Board's Role in M&A
February 17, 2016
The National Association of Corporate Directors (NACD) asserts that an excellent board questions management's assumptions, guides managers' thinking and ensures they do not have a conflict of interest when providing oversight in mergers and acquisitions. It also ensures that the proposed transactions--buying or selling--fit the company's strategy.
Our expert panel will share insights from the Board, CEO, and Advisory perspective and lessons learned from being involved in multiple transactions. Lead attorneys will discuss significant transaction litigation cases, including the 2015 Supreme Court of Delaware $75-million ruling against RBC Capital Markets in which the firm was held liable to a class of Rural/Metro Corp. shareholders.
Location and Time
Denver Country Club
1700 E 1st Ave
Denver, Colorado 80218
5:30 PM Cocktails and Networking
6:15 PM Dinner Program
Randall J. BaronPanelist: Randy specializes in securities litigation, corporate takeover litigation and breach of fiduciary duty actions. For more than a decade, he has headed a team of lawyers that has been instrumental in shaping M&A and breach of fiduciary duty litigation throughout the country. Randy has been responsible for obtaining hundreds of millions of dollars of judgments for shareholders. He served as a Deputy District Attorney in Los Angeles County, was a trial deputy throughout Los Angeles, tried over 70 felony cases and investigated and prosecuted public corruption cases. Randy received his BA from University of Colorado at Boulder and his JD, cum laude, from the University of San Diego School of Law.
John DwyerPanelist: John is Co-Chair of Cooley's Securities Litigation practice. He has extensive experience litigating cases arising from corporate acquisitions and other major corporate transactions, and has handled such cases in Delaware courts as well as other courts around the country. John has also successfully represented a wide range of public companies and their officers and directors in actions arising under federal and state securities laws. He regularly represents such clients in civil class actions as well as in investigations and proceedings brought by the Securities & Exchange Commission and the U.S. Department of Justice. John is a former Acting Associate Attorney General for the United States Department of Justice. He earned his JD,magna cum laude, from Harvard Law School and his BS, summa cum laude, in Business Administration from UC Berkeley.
Larry JonesPanelist: Larry is currently is the CEO of Coalfire Systems, Inc., which provides cyber security audit and advisory services. He has over 25 years of experience in the software, marketing services, information & IT services industries. Larry has served as the CEO of six technology companies leading high growth and turnaround situations. Larry is currently a director of Diligent Board Books (NZX:DIL) and Essential Power (Private). Over the past 10 years, Jones has served as director of 12 other public and private companies, including Comverge, Work Options Group, StarTek. Exabyte, Activant Solutions, Real Solutions, SARCOM, WebClients, and DIMAC. Larry will share his perspective based on his direct experience in M&A transactions and related litigation.
Francis R. WheelerModerator: Fran handles public and private M&A transactions as a transactional attorney. He is currently named in Chambers USA: America's Leading Lawyers in Corporate/M&A (Band 1) and in Best Lawyers in America in Mergers & Acquisitions Law. A member of the Merger & Acquisitions Committee of the American Bar Association's Business Law Section, Fran is active on the task force authoring the ABA's model tender offer agreement for the acquisition of a public company. He is an officer and director of the Colorado Chapter of the NACD and an NACD Corporate Governance Fellow. Fran received his BS, magna cum laude, from Weber State University, his MBA from Harvard Business School and his JD, cum laude, from Harvard Law School.