The Deal

JULY 27, 2023

on its 2015 agreement to buy Humana Inc. Being on that deal and seeing the strategy involved, reading about the deal in the paper and knowing more of the context of the negotiations, I found it to be extremely exciting, and from that point on I never looked back,” said Panama, an M&A partner at Mayer Brown LLP in New York.

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M&A Management Capital Market Negotiation 52

What's Market

OCTOBER 11, 2022

Market Trends: What You Need to Know According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007 study to 96% in 2021. The chart below shows this trend.

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M&A Mergers and Acquisitions Negotiation Mergers 52

Cleary M&A and Corporate Governance Watch

MAY 10, 2023

Stockholders Litigation , has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders. Nasdaq listing rules required Limelight to obtain stockholder approval for the issuance of the stock consideration in the Acquisition. [6]

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Mergers and Acquisitions Stock IT Acquisitions 52

Cooley M&A

SEPTEMBER 16, 2022

5] Accordingly, definitive agreements for public company acquisitions almost universally contain a condition to the closing of the transaction that such stockholder approval has been obtained. Stockholder litigation. As always, ambiguity begets litigation. Best practice: Include a carve out in your transfer provisions.

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M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

JANUARY 24, 2020

Federal Trade Commission (FTC) are particularly focused on acquisitions of “nascent technologies” by incumbent high-tech platforms. Scrutiny has become increasingly intense if the primary benefit of the deal appears to stultify a budding competitive threat – the so-called “killer acquisition.”

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M&A Mergers and Acquisitions Mergers Business 40

Cooley M&A

MAY 5, 2020

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 The Company and the Acquiror entered into a definitive merger agreement on October 31 st. per share, and the eventual merger price of $3.68 2013) (“Trados II”). [2] 3d 304 (Del.

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Negotiation Mergers and Acquisitions Utilities IT 40

Cooley M&A

JULY 9, 2021

The Regal appraisal proceeding arose from Cineworld’s acquisition of Regal Entertainment Group in February 2018. To determine the fair value of Regal’s common stock at the effective time of the merger, the court reduced the deal price by $3.77/share, 1] In Halpin v. Riverstone Nat’l, Inc.

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Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

FEBRUARY 23, 2017

In deals where stockholders have the right to an appraisal (in Delaware, generally mergers with cash consideration), appraisal risk is increasingly being factored into the deal price – not just in public deals but also in (larger) private deals. Negotiating Anti-Reliance Language. Appraisal costs can be significant: in Dell (Del.

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M&A Mergers and Acquisitions Insurance Negotiation 40

Mergers and Inquisitions

MARCH 19, 2025

But customer acquisition costs via Google and Facebook ad campaigns have risen over time and eaten into margins, so building a brand is still difficult. To give a deal example, well look at Sycamores ~$24 billion acquisition of Walgreens , which had been a public company for almost 100 years.

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Private Equity Retail Equities Mergers and Acquisitions 59

Cooley M&A

JANUARY 18, 2017

Uncertainty over how vigorous merger enforcement will be in the Trump Administration. The Obama Administration went out with a bang in 2016 on the merger enforcement front in potential reaction to criticism from the left that previous enforcement had been lax. year tenure at the agency. Penn State Hershey.

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Mergers and Acquisitions Pharmaceutical Mergers Food 40