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Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal

The M&A Lawyer

Before Murdock [the CEO] made his proposal, Carter [the GC] made false disclosures about the savings Dole could realize after selling approximately half of its business in 2012. By taking these actions, Murdock and Carter deprived the Committee of the ability to negotiate on a fully informed basis and potentially say no to the Merger.

M&A 130
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Understanding the Differences Between Sell Side and Buy Side in M&A Markets

Devensoft

In a sell side M&A transaction, the seller is usually in a weaker negotiating position than the buyer, as the buyer has the advantage of choosing from a wider pool of potential targets. For one, the seller may be forced to accept a lower price than they would have liked, as they are in a weaker negotiating position.

M&A 52
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Strategic Corporate Development in M&A: Driving Innovation and Growth Opportunities

Devensoft

These elements include identifying potential targets, assessing the value of these targets, conducting due diligence, negotiating, and closing deals, and post-merger integration and management. The value assessment is critical to determining the appropriate price for the target and negotiating the deal terms.

M&A 52
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Shareholders vs. Stakeholders - Understanding Corporate Responsibilities

Peak Frameworks

For example, in the 2012 Facebook IPO, common shareholders gained exposure to the tech giant's fortunes, while also securing a say in corporate matters. By virtue of their ownership, they possess a direct financial interest in the company's success.

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Stand-Alone Indemnities

What's Market

In addition to the general indemnities, the parties to M&A agreements often negotiate separate “stand-alone” indemnities that cover specific topics outside the general indemnities, usually without reference to an underlying breach of the representations, warranties, or covenants.

M&A 52
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How do you know it’s time to raise venture capital?

Growth Business

There’s a lot of capital available to start-ups today, and seed rounds in 2022 were closer to the Series A rounds of 2012. You can then negotiate a valuation if you have competing term sheets from multiple VCs. When you are putting your deck together, the top question is “how much do I want to raise?”. So, how much is enough?

Capital 98
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Physician Practice Acquisitions: A Primer on Hospital & Private Equity Consolidation

InvestmentBank.com

With larger physician networks and access to specialist’s hospitals also gain negotiating leverage with insurers and can participate in alternative payment models, such as capitated and bundled payments, through vertical integration. Hospital Acquisitions of Physician Practices Rose 128% Since 2012. 2019, February 21).