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O’Melveny’s Lipshitz Quoted in Debtwire on Change-of-Control ClauseSeptember 16, 2015 O’Melveny & Myers partner Doron Lipshitz was quoted in Debtwire’s September 16, 2015, article “Shanshui CoC Probably Triggered but Gray Enough for Company To Dispute.” The article concerns a change-of-control (CoC) clause in China Shanshui Cement’s US$500 million notes due-2020, which the publication reports may have been triggered by an equity buyout offer from a pair of large shareholders. The “determination of whether a group was formed is based on examination of the facts and circumstances at hand and, accordingly, one needs to look into what exactly happened between the two shareholders in this case,” Lipshitz said. “Did they agree in any way, formally or informally, to act together for the purpose of achieving a common objective—in this case, the objective of acquiring or holding the company’s shares? Requiring certain pre-conditions to be met before the shareholders make a firm offer does not by itself mean that they have not ‘acted together’—assuming that those pre-conditions are not inherently unattainable.”
Lipshitz is a member of O’Melveny’s Mergers & Acquisitions and Private Equity practices and resides in the Firm’s New York office.