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. Voting agreements in public M&A transactions. Vote-down termination fee (i.e., a ’naked no-vote fee’).

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

JULY 9, 2021

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. Panera Bread was a publicly traded company that JAB Holdings B.V. took private in 2017 for $315/share.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

JANUARY 25, 2023

Novartis announced plans to spin off its generics and biosimilars division into a publicly traded stand-alone company. In response to calls from the White House, the FTC also is going beyond traditional enforcement and exploring entirely new approaches to enforcement in the life sciences industry.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Collaboration 40

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). on transactions over 2019’s mega?mergers. But deal value – which totaled $108 billion as of December 15, 2021 – was slightly down from 2020 and significantly down from 2019.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Mergers 40