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. Gilead Sciences, Inc. ,

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Pharmaceutical IT 40

Cooley M&A

JULY 9, 2021

In the Delaware appraisal decisions that have followed, the court has consistently found deal price (minus synergies) to be the most reliable indicator of fair value, so long as there was a sufficiently robust sales process that bore “objective indicia” of reliability. Pre-Payment of Appraisal Award Non-Refundable. Conclusion.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

DECEMBER 3, 2019

We are also seeing an increase in “no seller indemnity deals”, which Aon estimates to have increased from 12% to 26% of all R&W insurance deals from 2016 to 2018 and, if our experience this year is consistent with that of the broader market, we think those numbers will be even higher for 2019. Premium and Key Terms. Conclusion.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Transactional Delights

JANUARY 15, 2021

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]. Prior to negotiations with the buyers, in 2016 CLCT contacted over 100 potential acquirers as part of its review of strategic alternatives [3].

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Negotiation Mergers 40

Growth Business

MARCH 1, 2024

After a period of approximately three to seven years the company would seek an exit, either in the form of a sale to another buyer or a public listing. While a trade sale was possible, we were keen to maintain and nurture the distinctive Innovate brand and positioning, which we felt still had huge potential.

Private Equity 59

Private Equity Equities Investment Business 59

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. The dual-class company’s overall leverage in the transaction.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

JANUARY 25, 2023

For example, the sale of Horizon Therapeutics to Amgen for approximately $28 billion was the third-largest all-cash transaction in the pharmaceutical sector in history. Indeed, while deal volume was down 30% from 2021 and deal value was down 41% from 2021 , multiple carve outs were announced or completed this past year.

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). In December, the Delaware Court of Chancery addressed another earnout dispute in a case arising from Auris Health’s 2019 sale to Johnson & Johnson for $5.75 on transactions over 2019’s mega?mergers.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Mergers 40

Cooley M&A

SEPTEMBER 13, 2017

Such arrangements purport to bind the seller/employee from competing with the sold business after the employee’s termination or sale of shares in the entity and typically provide for the application of the law of a state that – unlike California – is more amenable to the enforcement of post-employment non-competes, such as Delaware.

M&A 52

M&A IT Government Negotiation 52

Cooley M&A

FEBRUARY 15, 2017

The overall number of M&A deals in 2016 increased by 1% compared to the year before (Thomson Reuters), but this fact did not grab headlines because the dollar value of M&A deals fell by 16%, mostly due to a significant drop in blockbuster deals. Tech was the second busiest M&A industry in 2016 behind energy.

M&A 40

M&A IPO Pharmaceutical Valuation 40

Cooley M&A

JANUARY 18, 2017

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. Increase in HSR fines in 2016, enforcement expected to continue in 2017. Uncertainty over how vigorous merger enforcement will be in the Trump Administration.

Mergers and Acquisitions 40

Mergers and Acquisitions Pharmaceutical Mergers Investment 40