M&A Boot Camp booklet 2023 - Flipbook - Page 10
Differences Between Acquisitions of Private and Public Companies
Private
Co.
Public
Co.
Limited
Considerable
Are holders of most outstanding target shares typically directly involved in deal
negotiations?
Yes
No
Do the SEC proxy rules, the Williams Act and other related SEC regulations apply?
No
Yes
Is a simultaneous signing and closing possible?
Yes
No
Is a “hostile” acquisition of the target a realistic possibility?
No
Yes
Should the target be expected to request a “standstill” provision in the
confidentiality agreement?
No
Yes
Can an “interloper” (that makes a higher competing bid for the target after
execution of the definitive acquisition agreement) succeed in acquiring the target?
No
Yes
Are stockholder lawsuits challenging target directors’ exercise of their fiduciary
duties common?
No
Yes
Does the buyer have a post-closing indemnification remedy for inaccurate
representations of the target?
Yes
No
Is there publicly available information about the target?
Hogan Lovells US LLP
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