July 29, 2005

Winning Strategies in Auctions

In our “Auctions” Practice Area, we have posted the Toys R Us Shareholder Litigation opinion and there are some interesting comments on management retention negotiations in the context of a deal. Pages 47-51 (particularly 50-51) deal favorably with the CEO/director’s involvement in the transaction and the refusal to negotiate with bidders regarding management agreements. There is also mention in a footnote
regarding accelerating vesting of director options to correspond with the acceleration of employee options. A large portion of the discussion in the case deals with termination fees and the auction process.

Join us on September 21st for a webcast – “Winning Strategies in Auctions” – featuring David Katz of Wachtell Lipton and Eileen Nugent of Skadden Arps as they discuss the auction process, such as steps to reduce the impact of the “Winner’s Curse,” including analysis of the Toys R Us opinion.