Case Studies

Tannenbaum Helpern represents Special Committee in going-private transaction

Tannenbaum Helpern was engaged to represent the Special Committee of the Board of Directors of a public company in a going-private transaction involving a buyer group led by the controlling shareholder of the company. Tannenbaum Helpern’s legal team:

  • advised the Special Committee on its fiduciary duties to the company and SEC regulatory requirements
  • participated in over 20 Special Committee meetings as members of the Special Committee’s advisory team
  • assisted in drafting and negotiating the stock purchase agreement, the preliminary proxy statement and other disclosure documents.

The transaction involved a competitive counter offer after the initial announcement of the deal and required several rounds of negotiation with respect to the offer price per share. The complex negotiations among the Special Committee, the company, the company’s counsel, the buyer group, and the Special Committee’s financial advisors ultimately resulted in a significant increase in the original offering price by the buyer group.

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