Cooley M&A

NOVEMBER 1, 2018

government shutdown disrupting the market for IPOs, Brexit uncertainty, natural disasters and various other crises, cross-border M&A activity momentum continues. The following 10 key trends are underpinning hyperactivity in global M&A markets and are set to continue to shape deals well into 2019. In July 2018, the U.K.

M&A 52

M&A Mergers and Acquisitions Government Business 52

Shearman & Sterling

APRIL 16, 2019

392, 2018 (Del. M&F Worldwide, 88 A.2d M&F Worldwide, 88 A.2d On appeal, the Delaware Supreme Court reversed, finding that Earthstone initiated economic negotiations before the requisite MFW protections were put in place. Lodzinski et al., April 5, 2019). 2d 635 (Del. 2d 635 (Del.

Negotiation 40

Negotiation Economics Private Equity M&A 40

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. Detailed below are our “notes from the field” for tech M&A in 2019. Happy deal making in 2020 – we look forward to seeing you in the trenches! Expanded Antitrust Oversight and Enforcement.

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

Cooley M&A

OCTOBER 29, 2020

On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! 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).

M&A 52

M&A IPO Valuation Mergers and Acquisitions 52

Sica Fletcher

MARCH 12, 2024

As one of the most active M&A firms in the insurance sector, we are frequently asked how insurance agency valuations work. This article discusses the fundamentals of insurance agency valuations, plus a few lesser-known factors that play into these processes before we give an overview of the insurance M&A market in 2024.

Valuation 52

Valuation Insurance M&A Profitability 52

Cleary M&A and Corporate Governance Watch

FEBRUARY 2, 2024

The Tesla board fell short on many – seemingly, all – levels: directors were not independent, their process was flawed in terms of timeline, negotiation etiquette, and a failure to conduct appropriate benchmarking, they did not fully inform their shareholders, and did not properly justify the scope of Musk’s staggering compensation.

Negotiation 64

Negotiation IT Consulting Profitability 64

Software Equity Group

JULY 9, 2024

Markel specializes in M&A legal issues for middle-market software companies and offers expert insights into the key legal considerations essential for companies entering the M&A arena. However, to maximize the chances of a profitable outcome, founders must proactively prepare for the sale. Who Really Owns Your Company?

Sale 52

Sale Corporation M&A Negotiation 52

M&A Leadership Council

OCTOBER 22, 2023

The Art of M&A® / Post-Merger Integration and Divestitures An excerpt from The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide by Alexandra Reed Lajoux COMMITMENTS to EMPLOYEES Why is it important to make and keep commitments to employees? Yes, but each of these alternatives can be costly.

Mergers 52

Mergers Mergers and Acquisitions M&A Economics 52

Periculum Capital

MARCH 12, 2022

Periculum also assisted Morgan with its acquisition of American Soy Products in 2018 and has worked with the Company on previous capital structure projects. The firm’s primary services include M&A, capital markets, and restructuring advisory, as well as specialized merchant banking services. Morgan” or the “Company”).

Debt 52

Debt Food Debt Capital Markets Capital 52

Cooley M&A

AUGUST 11, 2020

In the M&A context, most breach of fiduciary duty cases assert claims that arise at the time the board approves the entry into the definitive transaction document. In Captain Phillips , a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” [1]

Negotiation 40

Negotiation M&A Corporation Stock 40

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. In a small number of cases, a class of common stock is offered to the public that has no voting rights at all.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

InvestmentBank.com

OCTOBER 24, 2019

For the better part of the last decade, physician practices have seen a wave of consolidation by hospitals and private equity with 2018 being no exception [1]. toped 5,000 from 2015 to 2016 alone [22] , with the total number of hospital owned physician practices increasing to 80,000 by 2018 [15]. of GDP or $2.5

Hospitality 40

Hospitality Private Equity Acquisitions Equities 40

Peak Frameworks

SEPTEMBER 12, 2023

Investment Bankers M&A advisory is replete with examples of retainer fees. Investment Bankers M&A advisory is replete with examples of retainer fees. While they're seen in numerous sectors, their significance shines particularly in investment banking , private equity, and corporate finance.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Cooley M&A

MAY 5, 2020

M&F Worldwide Corp., M&F Worldwide Corp., In 2017, the Company began experiencing financial difficulty as it worked to update its flagship product, and in early 2018 it formed a special committee of its three independent directors to consider options for additional ways to raise capital. from the outset). 3d 635 (Del.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Cooley M&A

MAY 11, 2020

In the seven (long) weeks since, we have observed (from our respective home offices) M&A love stories fall apart as a result of the pandemic in a number of different ways, including: “Let’s Just Be Friends – Woodward/Hexcel. ” billion merger of equals in early April and go their separate ways. billion merger.

Mergers and Acquisitions 40

Mergers and Acquisitions M&A Finance Finance 40

Cooley M&A

DECEMBER 3, 2019

From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541 million of coverage to 1500+ R&W insurance transactions, providing aggregate coverage of $38.6 Aon estimates that over 45% of all private M&A transactions in North America had R&W insurance in 2018. [2].

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Cooley M&A

OCTOBER 29, 2018

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. 2018-0300-JTL (Del. In its decision in Akorn, Inc.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Business Pharmaceutical 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. As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. That is an enduring aspect of the sport: if you see a game-changer, use it.

Mergers and Acquisitions 40

Mergers and Acquisitions Finance Finance Mergers 40

Transactional Delights

NOVEMBER 24, 2020

Leaks usually happen when there’s a stalemate in negotiations and can skew in the target’s favor in that the target may see a pop in its publicly traded price. breakup fee, no reverse breakup fee, standard termination rights, a fairly standard MAE, a hell-or-high-water clause, [1] and majority approval for a TIF shareholder vote.

M&A 40

M&A Mergers and Acquisitions IT Shares 40

Cooley M&A

OCTOBER 12, 2021

In 2018, the board launched a sales process with a special committee in place. Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. Empire Resorts, Inc., Sales Process.

Sale 40

Sale Management IT Negotiation 40

Cooley M&A

JANUARY 25, 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. trillion in 2018 and 2019, respectively [1]. trillion – representing a 10-year low. trillion and $4.09

M&A 52

M&A Mergers and Acquisitions Government Investment 52

Cooley M&A

JULY 9, 2021

The Regal appraisal proceeding arose from Cineworld’s acquisition of Regal Entertainment Group in February 2018. Adjustments to Deal Price for Changes to Value Between Signing and Closing. 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,

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52