Windhover Information proudly presents:

Change-of-Control Provisions: Great Protection
or Traps for the Unwary?

How to protect your key business interests
without shooting yourself in the foot




Tuesday, Sept. 9, 2008 • 12 PM ET / 9 AM PT • 90 minutes

About the event • Key topics • Speakers • Who should attend • Benefits • Register

Featuring

Geoff Davis
Partner / Ropes & Gray

Paul Kinsella
Partner / Ropes & Gray

Live webinar: $399
 Live webinar plus complete audio recording: $499
Audio recording only: $499

FREE to clients of Ropes & Gray!

REGISTER NOW!

In light of changing legal constraints and business realities, senior managers of any company entering into a significant partnering or licensing transaction today face very difficult choices when considering the question of whether to seek or agree to provisions that modify the terms of the transaction in the event of a change in control.

Similarly, any life science company proposing to engage in an M&A transaction needs to look hard at the potential impact of change-of-control provisions.

Many of the most relevant factors are counterintuitive, and management’s initial reaction may not in fact serve the interests of company stockholders or management itself. Two of the country’s top biopharma M&A and licensing/partnering lawyers join Windhover experts to discuss how to avoid unforeseen consequences while still protecting key business issues.

The discussion is backed by proprietary Windhover data, delivered in a convenient audio conference format, and capped off with an interactive Q&A round.

So join us, in the convenience of your own office, for a thought-provoking analysis by Windhover's expert editorial team and the M&A/licensing team from Ropes & Gray. Grab your team (or several teams), a conference room at your office, a phone and a computer with Web access (that last one's optional). No travel required.

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Key discussion highlights include:

  • How underlying business issues create a “perfect storm” over change-of-control issues
    • Today’s market assigns huge valuations to approved products or late stage product candidates, which are now often being developed under complex collaboration agreements containing change-of-control provisions
    • Given lack of other exit opportunities, smaller biotech or medical device companies increasingly rely on M&A exits
    • This same active M&A environment raises the pressure on large pharma collaborators to protect themselves against acquisition of their biotech or medical device collaborator by a direct competitor through a change-of-control transaction – creating a direct conflict with the collaborator’s primary exit strategy
    • In true peer-to-peer collaborations between companies of relatively equal size, these issues can be particularly – and deceptively – difficult
  • How, despite all this, there ARE practical alternatives to overly broad change-of-control provisions
  • How fiduciary issues affect – or should affect – change of control provisions
  • How to deal with closely related issues like standstill provisions and non-competes
  • In short, what to do proactively in structuring collaborations and what to look for in M&A

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Geoffrey B. Davis
Partner
Ropes & Gray

Geoff Davis has been nationally recognized as a leading licensing, partnering and collaboration lawyer for large pharmaceutical companies such as Wyeth as well as numerous smaller biotech and medical device companies.

Based in the firm’s Boston office, Mr. Davis is a graduate of Harvard Law School (1979) and Yale University (1970).

 

 

Paul M. Kinsella
Partner
Ropes & Gray

Paul Kinsella is one of the country’s most active biotech and pharmaceutical M&A lawyers. Representative M&A engagements include both tender offers and mergers, in both contested and uncontested contexts, for biotech clients such as Genzyme Corp., Antigenics Inc. and Iomai Corp., as well as major pharmaceutical companies.

Operating out of the firm’s Boston office, Mr. Kinsella is a member of the Massachusetts and California bar and a graduate of Stanford Law School (1993) and Boston College (1988).

  • Senior executives at pharmaceutical, biotech and medical device companies
  • Business development and M&A officers
  • Investment bankers
  • Venture capitalists
  • Consulting, legal and other service providers involved in life science collaborations and M&A deals

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What does registration get me?
  • One (1) phone line, for you alone, or around which to gather your team(s). Toll-free in the U.S. only.
  • One (1) password to a website on which you'll be taken through the presenter's slides as they speak to them.
  • An interactive Q&A round with speakers: Type your questions on the website during the presentation, for the speakers to address afterward.
  • Online access to the audio and slides of the entire event if you can't attend the webinar live, and still want to hear the content.
  • The insight you've come to expect and respect from Windhover and our guest speakers.
What are the unique benefits of a webinar?
  • Lower cost and, therefore, higher value. Your entire team can listen in one room.
  • No travel required. You just have to walk to your conference room.
  • A team approach. You've often wanted to have everyone on your team getting the same knowledge and insight you derive from physical conferences. Now you can.
  • Interactivity. You're remote, but not removed. Our webinars let you ask the important, burning, controversial questions of our speakers that you'd be able to pose at a physical conference.
  • Flexibility. Want to be able to review what you learn? No problem ... just register for the live webinar PLUS a digital copy of the entire event to listen to at your convenience. Interested in the topic but have a scheduling conflict? Don't worry — the recording is available for purchase at any time!

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  • Register online: Click here for the live webinar
  • Register online: Click here for the live webinar PLUS recording
  • Buy the recording online: Click here for just the recorded webinar
  • Register by phone: 1 (908) 547-2159
    Ropes & Gray clients must register by email or phone
    to get this webinar FREE.
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Registration Form

Change of Control Provisions: Great Protection
or Traps for the Unwary?
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For more information please contact our Customer Service Department at:
Phone: 1 (800) 332-2181
Fax: 1 (908) 547-2165
e-mail: fdcwindhover.custcare@elsevier.com

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Phone: 1 (800) 332-2181
Fax:1 (908) 547-2165