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

Peak Frameworks

SEPTEMBER 12, 2023

For instance, consider Tesla's acquisition of SolarCity in 2016. Bankers, when guiding a company through a merger or acquisition, usually charge a retainer fee to ensure their intensive labor is compensated, like in the AT&T-Time Warner deal of 2018. Commitment: Clients showcase their seriousness about availing of services.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Cooley M&A

OCTOBER 29, 2018

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. The Merger Agreement. Fresenius Kabi AG , C.A.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Business Pharmaceutical 52

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

InvestmentBank.com

OCTOBER 24, 2019

California has also been a hotbed of consolidation as the number of physicians in practices owned by hospitals has increased from 25% in 2010 to more than 40% in 2016 [24]. 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]. 2016, April 16).

Hospitality 40

Hospitality Private Equity Acquisitions Equities 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. Oftentimes, with additional due diligence and negotiation, certain exclusions can be narrowed or eliminated. R&W insurance is typically procured by the buyer, with the buyer being the insured party under the policy.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

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).

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

Cooley M&A

JANUARY 25, 2023

The US Federal Trade Commission, which reviews pharmaceutical and medical device deals, is stepping up enforcement in the industry, even though life sciences deals already represented half of the FTC’s antitrust enforcement actions between 2016 and 2020.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Collaboration 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. Best practice: Include a carve out in your transfer provisions.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

MergersCorp M&A International

JANUARY 25, 2024

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. MergersCorp M&A International is a leading firm that specializes in providing high-quality advisory services for mergers and acquisitions (M&A).

Investment 52

Investment M&A Mergers and Acquisitions Capital 52

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, In an effort to reduce appraisal arbitrage, Delaware amended the appraisal statute in 2016 to permit companies to prepay the deal price, stopping the clock on the statutory interest accrual.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

JANUARY 20, 2022

A healthy 90 biopharma M&A transactions were announced in 2021 (compared to 69 in 2020 and 70 in 2019, the most transactions since 2016). Withdrawing approval of the 2020 Vertical Merger Guidelines , arguing that the guidelines included “a flawed discussion of the purported procompetitive benefits … of vertical mergers.”.

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 52

Mergers and Acquisitions Pharmaceutical Mergers Food 52