Remove 2018 Remove Mergers and Acquisitions Remove Negotiation
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The Cooley Outlook for 2018 M&A

Cooley M&A

What’s on tap for 2018 M&A? No longer just “acquihires,” today’s innovation-driven acquisition is focused on talent retention. One familiar technique used by sophisticated tech buyers is a holdback structure that subjects a portion of key employees’ merger consideration to revesting.

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Making and Keeping Commitments to Employees After a Merger

M&A Leadership Council

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? How do pension funds respond to downsizing after mergers?

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The M&A costs for excluding IT from Day Zero activities (Part 2)

Quest: Mergers & Acquisitions

Mergers and acquisitions (M&As) are always a hush-hush thing, where only a select few in each organization are privy to the details and the negotiations. As we all know, Marriott suffered a massive data breach because Starwood Hotels had already been compromised two years before the acquisition – and no one noticed.

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Physician Practice Acquisitions: A Primer on Hospital & Private Equity Consolidation

InvestmentBank.com

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]. In fact, acquisitions by hospitals and private equity in provider services broke records last year according to Bain & Co’s 2019 global healthcare report. of GDP or $2.5

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Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter

Cooley M&A

September 2024), the Delaware Chancery Courts found buyers liable for failure to comply with negotiated earnout covenants – and in the latter case, awarded the plaintiffs more than $1 billion in damages. In this post, we recap the unique facts of each case, the negotiated efforts covenant and key takeaways. Johnson & Johnson (Del.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

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. The Merger Agreement.

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Top 10 Cross-Border M&A Trends across the Pond

Cooley M&A

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., The current U.S./China

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