Definition
Legal counsel in a tender offer typically includes:
- Bidder counsel — drafts the merger agreement, Schedule TO, and offer-to-purchase; manages regulatory filings
- Target counsel — advises the board, drafts Schedule 14D-9, manages defensive responses, defends litigation
- Special counsel — handles antitrust, foreign investment, sectoral regulation, tax structuring, and (when needed) board-conflict situations
Why it matters
Tender offers are document-intensive. Counsel quality directly affects the quality of disclosure, the strength of fiduciary-duty defenses, and the smoothness of regulatory clearance.
Common conflicts
When a controlling shareholder is on both sides (e.g., management buyout), separate counsel for the special committee is typical and often required to satisfy MFW conditions for business-judgment review.