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.

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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.

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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. Panera Bread was a publicly traded company that JAB Holdings B.V.

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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.

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