One of my favorite movies is Under Siege, the film in which Steven Segal portrays Casey Ryback, a Navy cook and former Navy Seal forced into action to save a U.S. battleship from a terrorist takeover led by Tommy Lee Jones. As much as I loved that movie, I was shocked to learn that it was actually nominated for two Academy Awards! See http://www.imdb.com/title/tt0105690/awards.
Anyway, I couldn't help but think of Under Siege when I read the following statistic in The Economist magazine. 96% of M&A transactions over $500 million faced legal challenges in 2011. That's up from 39% in 2005. Thus, any party to a significant M&A transaction should expect to be sued. That's why it is critical that the board of directors of any company undertaking an M&A transaction carefully plan the transaction process to ensure a fair process and a fair price for the target's shareholders. That planning should include engaging experienced bankers and transaction lawyers to help walk the company through a process that should be expected to be reviewed and second-guessed in a courtroom after the deal is announced.
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