Transactional Advice

Abrams & Bayliss’ transactional practice primarily involves matters where there is a high risk of litigation or which raise complex or novel issues of Delaware law.  Examples include contests for corporate control, going-private transactions, recapitalizations, down-round re-financings, and stockholder or board level disputes.

Abrams & Bayliss attorneys frequently provide legal advice on both a strategic and tactical level to potential acquirers and target corporations.  A&B attorneys often address issues that arise in these contexts, including assessing the defensive profile of a target corporation, enhancing a target’s takeover preparedness, advising on means of obtaining stockholder or board influence or control, developing and implementing an offensive or defensive strategy, addressing issues involved in the calling or conducting of contested board or stockholder meetings, evaluating issues under takeover statutes such as Section 203 of the Delaware General Corporation Law, and determining whether, when and how to litigate actions taken by a bidder or target.

Abrams & Bayliss attorneys often represent parties in going-private transactions, whether on behalf of controlling stockholders, subsidiary boards of directors or special transactional committees.  A&B attorneys are experienced in the strategic and tactical issues that arise in these contexts, including initial approaches, committee formation and empowerment, negotiation strategy, mitigation of litigation risk and the negotiation and drafting of transaction documents.

Abrams & Bayliss advises corporations and their constituents on Delaware issues relating to all phases of their life cycle, ranging from formation questions to on-going issues like the payment of dividends to end-of-life matters such as dissolution and receiverships. A&B regularly provides advice on the preparation and interpretation of certificates of incorporation and bylaws, whether for newly formed entities, initial public offerings, reincorporations, or corporations seeking to amend their existing documents. A&B similarly advises corporations, directors, officers, and stockholders on contracts relating to the corporation’s governance structure, including stockholder rights plans, stockholder agreements and indemnification agreements.