Shearman & Sterling

JULY 17, 2024

Cook of the Delaware Court of Chancery granted a motion to dismiss a putative stockholder class action asserting breach of fiduciary duty claims against the officers and directors of a software company (the "Corporation") after its acquisition. In re Anaplan, Inc. Stockholders Litigation, C.A. 2022-1073-NAC (Del. June 21, 2024).

Acquisitions 52

Acquisitions Mergers and Acquisitions Negotiation Corporation 52

Shearman & Sterling

JULY 18, 2017

2015) and In re Volcano Corp. 2016), the Court held the merger was "cleanse[d]" because "the disinterested stockholders of Diamond were fully informed and uncoerced when they overwhelmingly accepted the tender offer." § 251(h). Berkman, C.A. 12844-VCMR (Del. July 13, 2017). Relying on Corwin v. 3d 304 (Del.

Mergers 40

Mergers Mergers and Acquisitions Corporation Acquisitions 40

TechCrunch: M&A

AUGUST 22, 2023

Following rumors that it was exploring the sale of its weather business as part of a move to streamline operations, IBM says that it’s found a buyer for The Weather Company, the weather forecasting and information company it acquired in 2015.

Media 232

Media Business IT Portfolio 232

InvestmentBank.com

AUGUST 14, 2019

to 6,078 in 2015. billion between 2013 and 2015, there had been decreases in round closings, from 6,098 to 5,536 in 2018. [1] In 2013 only $36.4 billion was funded in the industry with 5,176 funding rounds closed. The amount funded increased more than a fold to $78.1 billion and the number of rounds closed increased by 17.8%

Education 52

Education Mergers and Acquisitions Capital Investment 52

How2Exit

SEPTEMBER 11, 2023

From training, then funding, and post-acquisition support rn _ rn About The Guest(s): Trish Higgins is a partner at Chinmark Holdings, a family-run business that specializes in acquiring and managing small to medium-sized businesses. rn In 2015, they made their first acquisition, despite having no prior experience in M&A.

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Mergers and Acquisitions Business M&A Portfolio 130

Shearman & Sterling

OCTOBER 3, 2017

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market ("TFM") after its acquisition in a two-step merger by affiliates of Apollo Global Management, LLC ("Apollo").

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Acquisitions Management 52

Shearman & Sterling

JUNE 16, 2017

. ("Charter") regarding share issuances to, and a voting proxy agreement with, its largest stockholder, Liberty Broadband Corporation ("Liberty"), in connection with Charter's recent acquisition of Bright House Networks, LLC ("Bright House") and merger with Time Warner Cable ("TWC") (the "Acquisitions").

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Acquisitions Corporation 52

Shearman & Sterling

DECEMBER 12, 2017

​On November 30, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty claims against the board of Opower, Inc. ("Opower") in connection with Opower's acquisition by Oracle Corporation ("Oracle"). 2015), because the tender was not fully informed.

Mergers 40

Mergers Negotiation Corporation Acquisitions 40

The Guardian: Mergers & Acquisitions

MAY 15, 2023

The potential sale comes after the group – whose five resorts in the UK and one in Ireland are known for their tropical-themed indoor pools, spas and activities for kids and their sometimes eye-watering fees – bounced back to a profit after being forced to close outlets under pandemic restrictions.

Private Equity 75

Private Equity IT Sale Equities 75

Shearman & Sterling

JULY 17, 2018

Morrison v. 445, 2017 (Del. July 9, 2018). As discussed in our prior post on this case, the Court of Chancery dismissed claims that the sale process undertaken by TFM was a "sham" designed by TFM's founder to deliver the company into the hands of a favored suitor. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Mergers Shares 52

Shearman & Sterling

APRIL 9, 2019

against its former directors for breach of fiduciary duty in connection with the company's acquisition by affiliates of H.I.G. Capital, LLC in a tender offer followed by a merger. Bouchard of the Delaware Court of Chancery dismissed class action claims asserted by former shareholders of NCI, Inc. Narang, C.A. 2018-0221-AGB (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Sale Mergers 52

Quest: Mergers & Acquisitions

JULY 2, 2019

Mergers and acquisitions (M&As) are always a hush-hush thing, where only a select few in each organization are privy to the details and the negotiations. As we all know, Marriott suffered a massive data breach because Starwood Hotels had already been compromised two years before the acquisition – and no one noticed.

M&A 52

M&A IT Mergers and Acquisitions Negotiation 52

Shearman & Sterling

OCTOBER 3, 2017

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market ("TFM") after its acquisition in a two-step merger by affiliates of Apollo Global Management, LLC ("Apollo").

Mergers and Acquisitions 40

Mergers and Acquisitions Mergers Acquisitions Management 40

Wizenius

APRIL 27, 2023

One specific area where these laws are frequently applied is in the context of merger and acquisition transactions. To prevent this from happening, governments often have laws in place that regulate mergers and acquisitions to ensure that they do not create or enhance a monopoly or otherwise harm competition.

Mergers and Acquisitions 52

Mergers and Acquisitions Pharmaceutical Retail Acquisitions 52

Shearman & Sterling

JUNE 16, 2017

. ("Charter") regarding share issuances to, and a voting proxy agreement with, its largest stockholder, Liberty Broadband Corporation ("Liberty"), in connection with Charter's recent acquisition of Bright House Networks, LLC ("Bright House") and merger with Time Warner Cable ("TWC") (the "Acquisitions").

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Acquisitions Corporation 40

Shearman & Sterling

JULY 17, 2018

Morrison v. 445, 2017 (Del. July 9, 2018). As discussed in our prior post on this case, the Court of Chancery dismissed claims that the sale process undertaken by TFM was a "sham" designed by TFM's founder to deliver the company into the hands of a favored suitor. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del.

Mergers and Acquisitions 40

Mergers and Acquisitions Sale Mergers Shares 40

Shearman & Sterling

APRIL 9, 2019

against its former directors for breach of fiduciary duty in connection with the company's acquisition by affiliates of H.I.G. Capital, LLC in a tender offer followed by a merger. Bouchard of the Delaware Court of Chancery dismissed class action claims asserted by former shareholders of NCI, Inc. Narang, C.A. 2018-0221-AGB (Del.

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Sale Mergers 40

Benchmark International

JUNE 12, 2023

EFS Global's 23rd acquisition since 2015, the transaction further consolidates the group’s position in the South East after it purchased sister companies Eminence Transport Ltd and Floryn Ltd last year. EFS Global provides warehousing, haulage, customs clearances, vehicle maintenance and logistics services across the UK and worldwide.

Transportation 52

Transportation Acquisitions Capital Shares 52

InvestmentBank.com

OCTOBER 24, 2019

In fact, acquisitions by hospitals and private equity in provider services broke records last year according to Bain & Co’s 2019 global healthcare report. According to a study by Avalere Health and the Physician Advocacy Institute, hospital acquisition of physician practices in the U.S. In 2009 healthcare costs consumed 17.3%

Hospitality 40

Hospitality Private Equity Equities Acquisitions 40

The Deal

DECEMBER 19, 2023

Bomi Lee knew she wanted to specialize in M&A after working on two deals as a mid-level associate at Cravath, Swaine & Moore LLP in 2014 and 2015, she said on this week’s Drinks With The Deal podcast. “I I liked the strategy and the negotiations and the chess game element of M&A, the immediacy of M&A,” Lee said.

M&A 59

M&A Negotiation Sale Investors 59

Benchmark International

JUNE 11, 2024

The transaction represents a strategic expansion for Fugue Capital as they work to achieve scale through acquisitions. Founded in 1967 by the Dane family, Tri-Tex Cabinets was acquired by Tygra Industries, LLC in 2015. Since then, the company has experienced continued success and growth.

Capital 45

Capital Professional Services Middle Market Private Equity 45

Peak Frameworks

OCTOBER 30, 2023

Flexibility: Consider growth plans, potential mergers, or acquisitions. a holding company, in 2015 is a prime example of structural change for strategic flexibility. Exit Strategy: Mergers, acquisitions, or even business dissolution processes are influenced by the chosen structure.

Business 52

Business Mergers and Acquisitions Corporation Profitability 52

Wall Street Mojo

JANUARY 4, 2024

This strategy may involve identifying opportunities in the market, evaluating potential acquisitions, and understanding the company’s core competencies that can be leveraged for growth. Mergers and Acquisitions (M&A) : The merger and acquisition activities are crucial in empire building.

Mergers and Acquisitions 52

Mergers and Acquisitions Business Engineering Investment 52

Peak Frameworks

SEPTEMBER 19, 2023

The oil price drop in 2015-2016, for example, forced many firms to adjust their budgets to the new market reality. This means budgeting not only for acquisition costs but also for future operational expenses, expansion plans, and potential exit strategies. Periodic Review and Adjustment: Budgets aren't static.

Private Equity 52

Private Equity Investment Banking Corporate Finance Mergers and Acquisitions 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.

M&A 52

M&A Mergers and Acquisitions Negotiation Mergers 52

The Deal

SEPTEMBER 8, 2023

The company acquired much of its nonwoven fabrics business in 2015 through the $2.45 The unit also makes materials that can be used in healthcare fabrics and masks, as well as specialty tapes and films. billion purchase of Avintiv Inc. from Blackstone Inc. (BX).

Business 59

Business Sale Engineering IT 59

The Deal

JULY 27, 2023

on its 2015 agreement to buy Humana Inc. Camila Panama became hooked on M&A as a first-year associate, she recounted on this week’s Drinks With The Deal. After a six-month rotation in capital markets, she was staffed on a team advising Aetna Inc. HUM), a deal that was later blocked by antitrust enforcers.

M&A 52

M&A Management Capital Market Negotiation 52

The Deal

AUGUST 10, 2023

Streamlining Portfolio Under Activists’ Watch Berry Global picked up the bulk of its nonwoven fabrics business in 2015 through the $2.45 Berry Global may choose to sell a smaller portion of assets or retain them altogether depending on the feedback it receives from the market and its advisers, the people cautioned.

Sale 52

Sale Business Engineering Portfolio 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.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Sica Fletcher

JULY 1, 2020

Update on Private Equity and Insurance Brokerages In our ,, previous article , we reported that the COVID-19 pandemic had not diminished the pace of mergers and acquisitions transactions we are seeing in the insurance agency and brokerage sector. Dry PE powder had almost doubled since the end of 2015, when it stood at $750 billion.

Private Equity 52

Private Equity Insurance Debt Equities 52

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.”

M&A 40

M&A Mergers and Acquisitions Mergers Business 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.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

The Deal

JUNE 23, 2023

billion in 2015. Elliott Management LP targeted Riverbed in late 2013 and offered to buy the company the following year. The company sold to Thoma Bravo LLC and Teachers’ Private Capital, the investing arm of the Ontario Teachers’ Pension Plan, for $3.6

Debt 52

Debt Middle Market Capital Profitability 52

Cleary M&A and Corporate Governance Watch

MAY 10, 2023

5] In connection with the Acquisition, the parties agreed on a form of stockholders’ agreement (the “Stockholders’ Agreement”) that would govern the terms of College Parent’s investment following the closing. At closing of the Acquisition one week later, the parties entered into the Stockholders’ Agreement. [8]

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Mergers and Acquisitions Stock IT Acquisitions 52

Cooley M&A

MARCH 9, 2017

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to operate the business post closing that it had at signing. MidOcean (Del.

Financial Statement 40

Financial Statement Capital Accountant Mergers and Acquisitions 40

Cooley M&A

MARCH 2, 2021

Special purpose acquisition companies (SPACs) are on the rise. 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. In In re Benjamin H.

Securities 40

Securities IPO Mergers and Acquisitions Shares 40

Cooley M&A

MAY 5, 2020

On October 11 th , the special committee authorized its counsel to negotiate definitive documents and determined that any acquisition should be conditioned on approval of a majority of the disinterested stockholders. The Company and the Acquiror entered into a definitive merger agreement on October 31 st. 2013) (“Trados II”). [2]

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Negotiation Mergers and Acquisitions Utilities IT 40