Transactional Delights

JANUARY 15, 2021

The Deal The Merger Agreement does not require a special meeting for shareholders to vote on. This percentage was negotiated a few times, ranging from 5% to 7% of the transaction value, along with negotiations on a go-shop provision [2]. I’m not going to write a novel. Where does the deal currently stand?

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Negotiation Mergers 40

Cooley M&A

APRIL 7, 2017

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. [1] Throughout the trial, it was evident that the word had various meanings during the negotiations. for a Hematologic Cancer Indication.”

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Pharmaceutical IT 40

Cooley M&A

DECEMBER 3, 2019

Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. In its basic form R&W insurance covers breaches by the seller or target of their respective representations and warranties in the acquisition agreement up to a policy limit.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Cooley M&A

SEPTEMBER 16, 2022

4] However, such exceptions were not universal and, as will be discussed below, the vast majority of dual-class charters adopted before 2016 that contained transfer restrictions did not include M&A voting agreement carve outs. Stockholder litigation. As always, ambiguity begets litigation.

M&A 59

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.”

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

Cooley M&A

JANUARY 25, 2023

But it wasn’t all carve outs and concerned investors – even with the headwinds in the industry and beyond, there were still several traditional public M&A deals involving biotechnology or medical device companies, as large pharmaceutical companies continued to have cash to deploy for acquisitions.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Collaboration 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, Selected Appraisal Decisions Since Aruba Using Deal Price.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

JANUARY 20, 2022

1] Major all-cash acquisitions have followed, such as Arena Pharmaceutical’s agreement to sell to Pfizer for $6.7 Midsize pharmaceutical buyers pursuing opportunistic acquisition strategies, with robust capital markets and high valuations having limited the pool of attractive assets available in recent years.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Mergers 40

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.

M&A 40

M&A Mergers and Acquisitions Insurance Stock 40

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.

Mergers and Acquisitions 40

Mergers and Acquisitions Pharmaceutical Mergers Investment 40