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Cooley’s 2022 Life Sciences M&A Year in Review

Cooley M&A

Novartis announced plans to spin off its generics and biosimilars division into a publicly traded stand-alone company. With new general merger guidelines anticipated in 2023, companies should expect to see more from the agencies pushing the boundaries of traditional antitrust enforcement.

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

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. Voting agreements in public M&A transactions.

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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

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.

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Cooley’s 2021 Life Sciences M&A Year in Review

Cooley M&A

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). Biopharma favoring partnerships over M&A, with biopharma transactions in 2021 being a volume story. A lot of potential acquirers opted for partnerships or smaller bolt?on

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