Corporate: Boards & Committees

Practice Areas

Munger Tolles & Olson realizes that counseling corporate directors requires both an in-depth understanding of the law, and a keen appreciation for the practical realities of today’s corporate governance environment. As a result, our corporate lawyers are routinely in the board room, advising on everything from bet-the-company transactions to corporate crises.

In particular, MTO has extensive experience representing special committees of boards of directors in connection with business transactions that may involve conflicts of interest, including “going private” and related-party transactions. We also regularly represent special committees and independent directors in connection with internal investigations of suspected or alleged misconduct. In addition, we’ve developed a niche practice representing independent directors nominated for election in connection with proxy contests for corporate control.

Below is a representative list of MTO’s recent Boards & Committees work.

  • Yahoo!  We represented the independent directors of Yahoo! in evaluating Microsoft’s unsolicited bid to acquire the company.
  • Herbalife.  We represented a special committee of the board of Herbalife in connection with a $3 billion buy-out bid from the company’s controlling shareholders.
  • Optical Communication Products, Inc.  We represented a special committee of the board in evaluating a buy-out proposal from the majority shareholder and proffered other strategic alternatives.
  • Whole Foods.  We represented a special committee of the board in its investigation of controversial anonymous postings on the Internet by the company’s CEO.
  • AirTran.  We represented a slate of independent directors nominated by AirTran Airways in connection with AirTran’s hostile tender offer for Midwest Airlines.
  • Oracle.  We represented the independent slate nominated by Oracle as part of its efforts to acquire PeopleSoft.

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Spotlight

Going Extra Innings

In March 2007, Michael Eisner’s company, The Tornante Company, and Madison Dearborn Partners entered into an agreement to acquire The Topps Company for approximately $400 million.  From start to finish, this transaction had spectators on the edges of their seats.

With a divided board of directors and a rival bid from one of Topps’ key competitors, the deal included a contentious proxy contest, a hostile tender offer, and a courtroom battle on the validity of “go shop” and standstill provisions in M&A contracts.  At the end of it all, Michael Eisner and Madison Dearborn were able to squeak out a victory, with Topps’ shareholders narrowly approving the deal.