Shearman & Sterling

SEPTEMBER 9, 2020

On August 31, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted against the directors of USG Corporation by former stockholders following its acquisition by a privately held German manufacturer of building materials. 2018-0602-SG (Del.

Mergers 52

Mergers Mergers and Acquisitions Corporation Manufacturing 52

Shearman & Sterling

JANUARY 7, 2020

Bouchard of the Delaware Court of Chancery ruled that defendant Boston Scientific Corporation was not entitled to terminate its merger agreement with plaintiff Channel Medsystems, Inc. 2018-0673-AGB (Del. The Court thus granted specific performance and directed defendant to close the merger. Channel Medsystems, Inc.

Mergers 52

Mergers Medical IT Corporation 52

Shearman & Sterling

SEPTEMBER 9, 2020

On August 31, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted against the directors of USG Corporation by former stockholders following its acquisition by a privately held German manufacturer of building materials. 2018-0602-SG (Del.

Mergers 40

Mergers Mergers and Acquisitions Corporation Manufacturing 40

Shearman & Sterling

JULY 21, 2020

. ("Old Fox") in connection with a transaction in which it spun off part of its business into a new public company, Fox Corporation ("New Fox"), and sold the rest of its business to The Walt Disney Company in a merger (the "Transaction"). 2018-0773-AGB (Del. for the Benefit of Jamie Goldenberg Komen v.

Mergers 52

Mergers Stock Business Corporation 52

Shearman & Sterling

JANUARY 7, 2020

Bouchard of the Delaware Court of Chancery ruled that defendant Boston Scientific Corporation was not entitled to terminate its merger agreement with plaintiff Channel Medsystems, Inc. 2018-0673-AGB (Del. The Court thus granted specific performance and directed defendant to close the merger. Channel Medsystems, Inc.

Mergers 40

Mergers Medical IT Corporation 40

Shearman & Sterling

OCTOBER 2, 2018

On September 7, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to exclude certain documents relating to Jarden Corporation's ("Jarden") post-signing financial performance offered as evidence during a statutory appraisal trial. In re Appraisal of Jarden Corporation, C.A.

Corporation 52

Corporation Mergers IT 52

Shearman & Sterling

JULY 21, 2020

. ("Old Fox") in connection with a transaction in which it spun off part of its business into a new public company, Fox Corporation ("New Fox"), and sold the rest of its business to The Walt Disney Company in a merger (the "Transaction"). 2018-0773-AGB (Del. for the Benefit of Jamie Goldenberg Komen v.

Mergers 40

Mergers Stock Business Corporation 40

Shearman & Sterling

MAY 1, 2018

On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 Sprint Corporation, et al. & Clearwire Corporation, C.A. per share, notwithstanding that Clearwire was acquired for $5.00

Discounted Cash Flow 52

Discounted Cash Flow Negotiation Corporation Shares 52

The TRADE

OCTOBER 9, 2023

Sam Hewson – previously global head of digital FX solutions and EMEA head of corporate sales and solutions (CSS) – was appointed global head of FX sales, according to an internal memo seen by The TRADE. Elsewhere, Jamie Mortimore is set to re-join Citi to lead the newly formed global rates algo trading team.

Electronics 62

Electronics Trading Book-building Financial Institution 62

Sun Acquisitions

AUGUST 2, 2024

Mergers and acquisitions (M&A) have emerged as a strategic tool for achieving these goals by integrating advanced technologies and expertise from specialized paving companies. Differences in corporate culture can impede technology adoption and innovation. cement manufacturer.

M&A 52

M&A Mergers and Acquisitions Acquisitions Corporation 52

Shearman & Sterling

OCTOBER 2, 2018

On September 7, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to exclude certain documents relating to Jarden Corporation's ("Jarden") post-signing financial performance offered as evidence during a statutory appraisal trial. In re Appraisal of Jarden Corporation, C.A.

Corporation 40

Corporation Mergers IT 40

The Harvard Law School Forum

OCTOBER 19, 2022

Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) by Lucian A. A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System (discussed on the Forum here ) by Leo E. Strine, Jr. Targets in the Crosshairs.

Accountant 85

Accountant Government Corporation Funds 85

InvestmentBank.com

AUGUST 14, 2019

of the total educational expenditures as of 2018, indicating $152 billion of EdTech expenditures, digital spend is expected to increase to a $342 billion scale, taking 4.4% billion in 2018 in the U.S., billion in 2018. billion of revenue in the fourth quarter of 2018 in the educational support segment, indicating a 0.9%

Education 52

Education Mergers and Acquisitions Capital Investment 52

TechCrunch: M&A

JUNE 13, 2023

The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. In 2018, the app suffered a major data breach affecting 21 million people. Additionally, it is also acquiring the personal memory capsule app Timehop — and yes, it still exists.

IT 184

IT Acquisitions Funds Corporation 184

Shearman & Sterling

MAY 1, 2018

On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 Sprint Corporation, et al. & Clearwire Corporation, C.A. per share, notwithstanding that Clearwire was acquired for $5.00

Discounted Cash Flow 40

Discounted Cash Flow Negotiation Corporation Shares 40

How2Exit

FEBRUARY 18, 2024

b' E188: Valsoft's Investment Partner Costa Tagalakis, Discusses Their Successful Acquisition Strategy - Watch Here rn rn About the Guest(s): rn Costa Tagalakis is an investment partner at Valsoft Corporation, a Canadian company specializing in the acquisition and operation of vertical market software businesses.

Acquisitions 130

Acquisitions Investment Mergers and Acquisitions Business 130

Focus Investment Banking

JANUARY 18, 2024

And Navigant Consulting, a well-known publicly traded company, finished going private in 2019, after first selling its Disputes, Forensics and Legal Technology practice to Ankura in 2018, and then selling its remaining divisions to Guidehouse. Kelly Kittrell has more than 30 years of merger & acquisition and corporate finance experience.

IPO 52

IPO Consulting Corporate Finance Professional Services 52

Shearman & Sterling

MARCH 20, 2018

March 15, 2018). As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors. 393, 2017 (Del.

Manufacturing 52

Manufacturing Sale Mergers Corporation 52

The Harvard Law School Forum

JUNE 16, 2023

Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? Flanagan are Partners and Hannah M. Brown is an Associate at Sidley Austin LLP. This post is based on their Sidley Austin memorandum. discussed on the Forum here ) by John C. 1] (more…)

M&A 64

M&A Pharmaceutical Acquisitions Valuation 64

Shearman & Sterling

MARCH 20, 2018

March 15, 2018). As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors. 393, 2017 (Del.

Manufacturing 40

Manufacturing Sale Mergers Corporation 40

The Deal

FEBRUARY 6, 2024

The seller’s in-house team on the deal includes general counsel Nicole Jones, chief counsel – corporate transactions and tax law Lisa Burnett and chief counsel Cigna Healthcare and deputy general counsel, legal Erin Wessling. Kelly and Alexander E. Koster of Sidley Austin LLP for insurance counsel. CB) in 2022; the $6.3

Insurance 52

Insurance M&A Sale Business 52

The Harvard Law School Forum

JUNE 16, 2023

Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? Flanagan are Partners and Hannah M. Brown is an Associate at Sidley Austin LLP. This post is based on their Sidley Austin memorandum. discussed on the Forum here ) by John C. 1] (more…)

M&A 40

M&A Pharmaceutical Acquisitions Valuation 40

The Deal

SEPTEMBER 20, 2023

Itochu has tapped KPMG Corporate Finance Inc. Taylor LLC to Meridian Adhesives in September 2018. Japanese conglomerate Itochu Corp. has retained financial advisers for a carve-out of small adhesives unit Helmitin Inc., sources familiar with the matter said. based flooring adhesives maker W.F.

Private Equity 40

Private Equity Corporate Finance Capital Middle Market 40

Peak Frameworks

SEPTEMBER 12, 2023

While they're seen in numerous sectors, their significance shines particularly in investment banking , private equity, and corporate finance. 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.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Software Equity Group

JANUARY 8, 2024

By enabling them to understand trends, set realistic goals, and measure their performance against their competitors, benchmarking can support leaders in charting a successful SaaS growth strategy and scaling their businesses, ultimately helping them prepare for future mergers and acquisitions. Used by accounting and finance departments.

Stock 52

Stock Management Mergers and Acquisitions Business 52

Software Equity Group

JANUARY 8, 2024

By enabling them to understand trends, set realistic goals, and measure their performance against their competitors, benchmarking can support leaders in charting a successful SaaS growth strategy and scaling their businesses, ultimately helping them prepare for future mergers and acquisitions. Used by accounting and finance departments.

Business 52

Business Stock Management Mergers and Acquisitions 52

Cooley M&A

NOVEMBER 1, 2018

In October 2018, CFIUS (the Committee on Foreign Investment in the United States) launched a pilot program to require mandatory notification of certain non-controlling investments by foreign persons in U.S. In July 2018, the U.K. Politicization of antitrust and merger review largely in check. In the U.S., Mega-deals rule.

M&A 52

M&A Mergers and Acquisitions Government Business 52

Cooley M&A

SEPTEMBER 20, 2019

In public M&A, some provisions in merger agreements become near-universal as practitioners study precedents and react to case law. 2018), available at [link]. [2] 2018), available at [link]. [2] 2018-0730-JRS (Sept. That is an enduring aspect of the sport: if you see a game-changer, use it. 9, 2019). [4]

Mergers and Acquisitions 40

Mergers and Acquisitions Finance Finance Mergers 40

Cooley M&A

JULY 19, 2019

As a result of SEC cyber guidance from 2011 and 2018 , which specifies that cyber risks and cyber incidents could trigger general SEC reporting obligations, Marriott released a statement on its website to coincide with a filing of its 8-K. The breach was discovered in November 2018. Background on the ICO’s Proposed Marriott Fine.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Risk Assessment Securities 52

Cooley M&A

JANUARY 24, 2020

In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. 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.

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

Mergers and Inquisitions

JUNE 21, 2023

Some MENA-based banks also do a lot of deals in the region, but as in Hong Kong and Canada , they tend to focus on corporate bonds for domestic companies ( DCM ). Example firms here include Riyadh Bank Ltd, Saudi National Bank SJSC, Abu Dhabi Commercial Bank, First Abu Dhabi Bank, and the Arab Banking Corporation. 7,200 | U.K.:

Investment Banking 105

Investment Banking Banking Bank Investment 105

Cooley M&A

AUGUST 11, 2020

Section 141(a) of the Delaware General Corporation Law imbues boards with the unique authority to manage or direct the affairs of a corporation. An important corollary to that statutory authority is the bedrock principle under Delaware law that directors are fiduciaries to the corporation and its stockholders.

Negotiation 40

Negotiation M&A Corporation Stock 40

InvestmentBank.com

DECEMBER 1, 2020

M&A Beat – US Health Services Q2 2020 M&A Beat is a quarterly update for CEO’s, CFO’s, Owner, Founders of lower middle-market ($10M-$100M Rev) companies, offering relevant details on mergers and acquisitions deal value, volume, valuation multiples and trends in their respective industry and vertical. acquisition.

M&A 52

M&A Investment Banking Investment Banking 52

Cooley M&A

OCTOBER 12, 2021

In 2018, the board launched a sales process with a special committee in place. Meanwhile, in July 2019, the controlling stockholder engaged Union Gaming to evaluate a potential merger with Empire. Riverstone had a consent right (the “Consent Right”) over any transfer of Pattern Energy’s interest in Developer 2. Sales Process.

Sale 40

Sale Management IT Negotiation 40

Cooley M&A

OCTOBER 29, 2020

As reflected in Chart 1 , 102 SPAC IPOs have been announced this year as of September 18, 2020—almost double the number of SPAC IPOs in all of last year (and more than double the number of SPAC IPOs in 2018). In that case, a reverse merger will continue to be a compelling path forward. Larger PIPEs. Prior to SPAC 3.0,

M&A 52

M&A IPO Valuation Mergers and Acquisitions 52

Quest: Mergers & Acquisitions

AUGUST 12, 2019

As you recall from Part 1 of my mergers and acquisitions security series, I highlighted a few key security mistakes organizations make during an M&A IT integration. In Part 2, I will focus on two headline grabbing examples that expose the M&A IT integration security failures of major corporations.

M&A 52

M&A Securities Mergers and Acquisitions Acquisitions 52

Cooley M&A

SEPTEMBER 16, 2022

We also have seen plaintiffs’ firms use voting agreements delivered by high-vote stockholders as a basis for Delaware General Corporation Law (DGCL) 220 books and records demands, which enables the plaintiffs to review the books and records of the subject company in an effort to uncover bases for additional, unrelated claims.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59