1) Insight Center Capabilities POWER OF INTELLIGENCE About Us INSIGHT CENTER: PUBLICATIONS People Locations Diversity Pro Bono Careers FIDUCIARY DUTIES, DEAL STRUCTURE CONSIDERATIONS AND SECURITIES DISCLOSURE OBLIGATIONS IN GOINGPRIVATE TRANSACTIONS AUTHORS James D. Rosener Partner | 212.808.2717 6/24/2016 David P. Russo Associate | 212.808.2714 NEWS view all 7/12/2016 Jan P. Levine Quoted in The Legal Intelligencer Article, 'Judge Approves $8.4M Settlement in Egg Class Action' 7/12/2016 Todd B. Reinstein Quoted in Bloomberg Article, 'Wells Fargo's Partial Tax Victory May Spur Billions in Refunds' PUBLICATIONS view all 7/14/2016 Federal Circuit Finds That Use of a Contract Manufacturer Does Not Trigger the On-Sale Bar Provision The full article of the abstract below was published in Transaction Advisors. This PDFmyURL lets you convert a complete website to PDF automatically! 7/08/2016 Materiality Is the New Condition of Payment: The Implied False Certification Theory After 

2) abstract is reprinted with permission. Further duplication is prohibited. Copyright © 2016 Transaction Advisors LLC This article provides a brief overview of going-private deal structures, fiduciary duties applicable to boards and controlling stockholders in going-private and related transactions, key considerations relevant to the timing and structure of such transactions, and important disclosure obligations deal participants should be aware of. In the context of corporate dealmaking, references to “going private” more typically center on transactions in which management or a controlling stockholder, in many cases in cooperation with a financial sponsor, acquires the stake held by the public in the company. Parties seeking to undertake a going-private transaction generally adopt one of two approaches: a (i) one-step merger and a (ii) two-step deal involving a tender offer followed by a back-end merger. A one-step deal entails a “cash out” or “squeeze out” merger under which all of the company’s stockholders are required to exchange their shares for the transaction consideration. The two-step, tender offer structure may present timing, cost, and deal certainty advantages. Any consideration of a going-private transaction should include that the likelihood of a challenge in court has historically been high, while such suits have markedly dropped off in recent months. Because of the real or perceived conflicts of interest intrinsic in the acquisition of stock by a company or its controlling person, companies, boards of directors and acquiring stockholders face a host of obligations under state corporate law, particularly fiduciary duties in types of transactions. Through an evolving series of decisions, Delaware courts have held that, in certain going-private deals, the use of specified transaction techniques may allow the proponent to secure review under the less stringent business judgment rule as opposed to being held to an entire fairness standard. Going-private transactions are typically initiated by (1) the board of directors or special committee initiating a sale process or (2) either a financial investor seeking to acquire the company with an insider support or by management or a significant stockholder who wishes to take the company private. If senior leadership or a major stockholder intends to launch such a deal, they should consider the immediate ramifications, including: (i) the need (or desirability) to form a special committee; (ii) strategic and/or legal reasons to limit management involvement in the transaction process and limits on the flow of information to management (especially in light of Dole Foods); and (iii) possible reduction in the likelihood of strategic acquirors' interest in the company. The full article is available with a subscription at PDFmyURL lets you convert a complete website to PDF automatically! The Implied False Certification Theory After Escobar EVENTS view all July 18-20, 2016 Opal Financial Group, Family Office & Private Wealth Management Forum: The Race for Returns July 20-21, 2016 2016 New York Venture Summit WEBINARS view all 7/20/2016 Independent Contractor Classification: What to Do and Not Do After Uber 7/29/2016 The Role of Indemnity and Insurance in Business Litigation (Mechanicsburg, Simulcasts and Webcast) PODCASTS view all 6/02/2016 Evolution of Blockchain for Investment Management Companies and Hedge Funds 6/01/2016 Exploring the Large Role of Successor Liability in Bankruptcy Cases BLOGS view all 7/09/2016 Status Quo At The PTAB for Now: Supreme Court Makes No Changes to IPR Practice 7/06/2016 Court of Federal Claims Rules Contracting Officer's Failure to Exercise Independent Business Judgment Renders Partial Termination for Conveniencea an Abuse of Discretion and Breach, but Holds Subsequent Termination for Cause of Remainder of Contract to Be Appropriate 

3) The full article is available with a subscription at https://www.transactionadvisors.com/insights/fiduciary-duties-deal-structureconsiderations-and-securities-disclosure-obligations-going. The material in this publication was created as of the date set forth above and is based on laws, court decisions, administrative rulings and congressional materials that existed at that time, and should not be construed as legal advice or legal opinions on specific facts. The information in this publication is not intended to create, and the transmission and receipt of it does not constitute, a lawyer-client relationship. Copyright © 2016 Pepper Hamilton LLP Privacy Policy | Terms & Conditions | Attorney Advertising Contact Us: phinfo@pepperlaw.com or 866.737.7372 | Brand design by Greenfield/Belser Ltd. PDFmyURL lets you convert a complete website to PDF automatically!