Shearman & Sterling

MARCH 20, 2018

. ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. 2015), to dismiss the claims against the special committee directors as well. In Re Rouse Properties, Inc. Fiduciary Litigation, C.A. 12194-VCS (Del. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del. Read more

Asset Management 40

Asset Management Mergers Negotiation Management 40

Cooley M&A

SEPTEMBER 1, 2017

brought breach of fiduciary duty claims against controlling stockholder Martha Stewart, and aiding and abetting claims against third-party buyer Sequential Brands Group following Sequential’s purchase of MSLO in December 2015. Post-Merger Employment Agreement Did Not Create a Conflict. per share to $6.15

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Sale Negotiation M&A 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. Today, we are going to discuss Day Zero and how these sensitive transactions with legal and financial ramifications shake out. Loose lips sink…deals.

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M&A IT Mergers and Acquisitions Negotiation 52

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

Cooley M&A

AUGUST 11, 2020

In 2015, Towers Watson and Willis Group announced a “merger of equals.” In 2015, Towers Watson and Willis Group announced a “merger of equals.” Case # 1 (Fort Myers v. Haley): A Target for Scrutiny – Post-Closing Employment Arrangements.

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Negotiation M&A Corporation Stock 40

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

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

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, 26, 2015), the court found that plaintiffs had not waived their appraisal rights because the controlling stockholder did not strictly adhere to the terms of the stockholders’ agreement.

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Mergers and Acquisitions Sale Shares Entertainment 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. In an opinion by Vice Chancellor Zurn, the Court held that Corwin cleansing does not apply to claims for post-closing injunctive relief under Unocal. 3d 304 (Del.

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Mergers and Acquisitions Stock IT Acquisitions 52

Cooley M&A

JANUARY 24, 2020

According to Cornerstone Research , the number of M&A class action filings increased from 34 in 2015 to 85 in 2016, 198 in 2017, and 182 in 2018. These demands are often a precursor to post-close merger litigation, asserting breach of fiduciary duty claims (under Delaware law) or disclosure claims (under federal law).

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M&A Mergers and Acquisitions Mergers Business 40

InvestmentBank.com

OCTOBER 24, 2019

toped 5,000 from 2015 to 2016 alone [22] , with the total number of hospital owned physician practices increasing to 80,000 by 2018 [15]. According to another study [13] , between 2012 and 2015 Medicare costs on four specialty services actually increased by $3.1 Down from 25.8% in 2018 to 12.5%

Hospitality 40

Hospitality Private Equity Equities Acquisitions 40

Cooley M&A

SEPTEMBER 16, 2022

Take, for example, the acquisition of Inovalon Holdings, a dual-class company that completed its IPO in 2015, by a consortium of private equity investors. As always, ambiguity begets litigation. Best practice: Include a carve out in your transfer provisions. The risk tolerance of the high-vote stockholder and the dual-class company’s board.

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M&A IPO Shares Mergers and Acquisitions 59

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 Risks Factor High. The Trump Effect.

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M&A Mergers and Acquisitions Insurance Negotiation 40

Mergers and Inquisitions

MARCH 19, 2025

It reached a market cap of $100 billion in 2015 before declining to ~$8 billion in 2024. contract through pharmacy benefit managers (PBMs), which negotiate prices and determine reimbursements to retailers like Walgreens. appeared first on Mergers & Inquisitions.

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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