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SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

Cooley M&A

A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. According to Nasdaq , in 2015, SPACs made up approximately 12% of the IPO market, but by 2020, that number had risen to approximately 53%. What is a SPAC.

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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

In analyzing synergies, the court clarified that the deal price would be reduced for buyer’s expected synergies , even if those synergies were not ultimately achieved (so long as they were accounted for in the price). Panera Bread was a publicly traded company that JAB Holdings B.V. took private in 2017 for $315/share. 1] In Halpin v.

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

Cooley M&A

In addition, currently public dual-class companies with transfer provisions that do not contain clear carve outs for the delivery of voting agreements in the M&A context should discuss with their advisers the possibility of adopting “clear day” amendments to their charters to include these carve outs. Stockholder litigation.

M&A 59