Kevin Miller was a featured speaker during this webinar program hosted by PLI.
Management projections are typically a key factor in how a board of directors evaluates a potential M&A transaction and are also a key input in the financial analyses performed by financial advisors. Furthermore, the Delaware courts have recognized that management’s best estimate of a target company’s future financial performance is among the most important pieces of information sought by stockholders in determining how to vote. Given their importance in the M&A process, projections can give rise to a variety of significant legal and other issues in-house and external counsel should be aware of.
The panel discussed these issues, including:
- Differences under Delaware and the federal securities laws regarding the disclosure of projections;
- When there are multiple sets of projections, which projections should be disclosed;
- Issues relating to preparing and providing projections for use by potential purchasers;
- Issues relating to projections provided for use by financial advisors; and
- Potential pitfalls when projections are revised during a sale process.
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November 11, 2015