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Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid

Cooley M&A

At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? Allergan maintained that no such disclosure needed to be made because it would have jeopardized the deal.

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How To Value an RIA

Sica Fletcher

It also opens the door for savvy buyers to talk them out of millions of dollars when it comes time for negotiations. How much higher, however, depends on the marketing process, due diligence, and negotiations as handled by your M&A advisor. For example, let’s take a look at the value of the same small example RIA in today’s market.

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. In a small number of cases, a class of common stock is offered to the public that has no voting rights at all.

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Know Your Insurance Agency: Purchase Price Calculations

Sica Fletcher

new technology, active competitors, regulatory/compliance changes) can affect the market shares of all participants. Founders Michael Fletcher and Al Sica are two of the industry's leading dealmakers who have advised on over $16 billion in insurance agency and brokerage transactions since 2014. Interest Rates.

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Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios

Cooley M&A

2014) (“MFW”) and its progeny applies in a non- MFW scenario (i.e., Between October 5 th and 11 th , the special committee supervised a price negotiation with iSubscribed, which resulted in an increased offer of $3.68 per share would likely be acceptable to the Company’s board. per share, and the eventual merger price of $3.68

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Selling a Family Insurance Agency

Sica Fletcher

Inter-family loans, unpaid salaries, or shared equity structures may complicate future sales. Changes in Final Negotiations Following the buyer’s due diligence, their teams will meet with your advisors to discuss the contract’s final terms. Family-specific financial arrangements. Think Long-Term. Learn more at SicaFletcher.com.

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Making and Keeping Commitments to Employees After a Merger

M&A Leadership Council

2459 (2014). Agreements negotiated by labor organizations in the United States are enforced by the National Labor Relations Board (NLRB), which offers alternative dispute resolution as an option for resolving conflicts. Employees should be trained to refrain from opening suspicious emails or sharing passwords.

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