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.

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Insurance Underwriting Mergers and Acquisitions M&A 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

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.”

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Mergers and Acquisitions Negotiation Pharmaceutical IT 40

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

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.

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M&A IPO Shares Mergers and Acquisitions 59

MergersCorp M&A International

JANUARY 25, 2024

The deal will result in fresh funds flow into the Club for purpose of expansion, player development and acquisitions. Since Stephen Cleeve’s arrival in 2016, the club has beaten Port Vale and Doncaster in the FA Cup as well as playing Portsmouth, Walsall and Stevenage in the same competition.

Investment 52

Investment M&A Mergers and Acquisitions Capital 52

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.

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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.

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Mergers and Acquisitions Pharmaceutical Mergers Food 52