Jonathan L. Sagot


  • A Word Of Caution: Tender Offers And Appraisal Rights
    Monday, August 2, 2010
    In acquiring a public company, a "two-step" acquisition structure comprised of a tender offer followed by a back-end merger provides a potentially faster acquisition alternative compared to a traditional "one-step" merger. But, as discussed below, due to the way a court might value shares of the target company in a state law appraisal rights proceeding, the...
  • Monday, July 5, 2010
    In this past economic downturn, an increasing number of private equity sponsors have seen their portfolio company sales come under challenge on the basis of an alleged fraudulent conveyance. Many highly leveraged capital structures associated with pre-recession LBOs proved unsustainable in the down-cycle, and the ensuing restructurings and bankruptcies led...