Morris Nichols Partner Eric Klinger-Wilensky Serves as Co-Editor of New ABA Publication: The Model Tender Offer Agreement

American Bar Association

The American Bar Association (“ABA”) Business Law Section has published a new resource for M&A transaction planners entitled, The Model Tender Offer Agreement. Morris, Nichols, Arsht & Tunnell LLP partner Eric S.Klinger-Wilensky co-edited the book with Michael G. O’Bryan of Morrison & Foerster LLP.

The model is a form of agreement with insightful and practical commentary that provides for the acquisition of a publicly traded company for cash consideration by means of a negotiated tender offer.

Presenting more than model provisions, the publication includes explanations of various clauses, particularly those relating to the use of a tender offer structure. It contains model provisions and commentary, including key legal considerations, and potential negotiating positions and alternative drafts that might be proposed by a transaction planner for an acquisition of a public company via a two-step tender offer.

The document is the culmination of an eight-year effort undertaken by the ABA Business Law Section’s Mergers and Acquisitions Committee’s Task Force Two-Step Tender Offers, co-chaired by Eric and Mike.

In his role as co-editor, Eric drew on his deep knowledge of two-step mergers. In 2013, he served as a lead drafter of the Delaware legislation that ultimately became Section 251(h) of the Delaware General Corporation Law (“DGCL”), which facilitated the increased use of two-step transactions.


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