Shearman & Sterling

MARCH 20, 2018

On March 9, 2018, Vice Chancellor Joseph R. stockholder, Brookfield Asset Management, Inc. ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. . ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. In Re Rouse Properties, Inc. Fiduciary Litigation, C.A.

Asset Management 52

Asset Management Mergers Negotiation Management 52

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 per share, notwithstanding that Clearwire was acquired for $5.00 ACP Master, Ltd., Sprint Corporation, et al. & & ACP Master, Ltd.,

Discounted Cash Flow 52

Discounted Cash Flow Negotiation Corporation Shares 52

Shearman & Sterling

MARCH 20, 2018

On March 9, 2018, Vice Chancellor Joseph R. stockholder, Brookfield Asset Management, Inc. ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. . ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. In Re Rouse Properties, Inc. Fiduciary Litigation, C.A.

Asset Management 40

Asset Management Mergers Negotiation Management 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 per share, notwithstanding that Clearwire was acquired for $5.00 ACP Master, Ltd., Sprint Corporation, et al. & & ACP Master, Ltd.,

Discounted Cash Flow 40

Discounted Cash Flow Negotiation Corporation Shares 40

Quest: Mergers & Acquisitions

JULY 2, 2019

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. Marriott International 4th Quarter 2018 Earnings Conference Call, March 1, 2019. Loose lips sink…deals.

M&A 52

M&A IT Mergers and Acquisitions Negotiation 52

Cooley M&A

AUGUST 11, 2020

In 2015, Towers Watson and Willis Group announced a “merger of equals.” Certain of Towers Watson’s stockholders were critical of the deal terms and opposed the merger, garnering support of proxy advisors ISS and Glass Lewis and making approval of the deal by Towers Watson’s stockholders unlikely. Case # 1 (Fort Myers v.

Negotiation 40

Negotiation M&A Corporation Stock 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. The Merger Agreement.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Business Pharmaceutical 52

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

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.,

M&A 52

M&A Mergers and Acquisitions Government Business 52

Cooley M&A

MAY 5, 2020

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. The Company and the Acquiror entered into a definitive merger agreement on October 31 st.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Peak Frameworks

SEPTEMBER 12, 2023

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. For an investment banker, this could range from due diligence, and financial modeling, to deal negotiations.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 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

MAY 11, 2020

billion merger of equals in early April and go their separate ways. “It billion merger. Finally, on May 6, 2020, they announced an amended merger agreement whereby BorgWarner consented to the revolver draw and Delphi agreed to a 5% reduction in the exchange ratio. It Was a Mutual Breakup, I Swear – Amherst/Front Yard.”

Mergers and Acquisitions 40

Mergers and Acquisitions M&A Finance Finance 40

Focus Investment Banking

JUNE 13, 2023

The company itself was formed in 2018 by another PE firm, General Atlantic, which is selling out of its position in the new deal. Similarly, PE-backed platform companies have undergone substantial consolidation through mergers and acquisitions.” There are now 23 PE-backed platform companies, Milligan said.

Hospitality 52

Hospitality Private Equity Medical Mergers and Acquisitions 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

Cooley M&A

DECEMBER 3, 2019

Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. 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 Ben Beerle.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 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). Once a SPAC sponsor is chosen, a business combination agreement can typically be lined up and announced within six weeks. Larger PIPEs.

M&A 52

M&A IPO Valuation Mergers and Acquisitions 52

Cooley M&A

OCTOBER 12, 2021

In 2018, the board launched a sales process with a special committee in place. Under Delaware law, there is nothing inherently wrong with delegating the negotiation of a transaction to a conflicted fiduciary, but the conflict must be appropriately managed. Sales Process. Empire Resorts : Conscious Disregard of Duty. Background.

Sale 40

Sale Management IT Negotiation 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. Afterall, most of the negotiations for the LVMH – TIF merger started in October 2019, months before the expiration of the standstill. b) or Section 8.1(c)

M&A 40

M&A Mergers and Acquisitions IT Shares 40

Cooley M&A

SEPTEMBER 16, 2022

Accordingly, the dual-class company will have greater latitude if it is running an auction process or if the acquisition is fundamental to the acquirer’s go-forward strategy than if the dual-class company is engaged in a bilateral negotiation. Best practice: Include a carve out in your transfer provisions.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

JULY 9, 2021

The Regal appraisal proceeding arose from Cineworld’s acquisition of Regal Entertainment Group in February 2018. 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, Selected Appraisal Decisions Since Aruba Using Deal Price.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

JANUARY 25, 2024

trillion in 2018 and 2019, respectively [1]. Acquirers must be prepared for potential litigation domestically and internationally, and for more detailed negotiations over regulatory and interim operating covenants. In such an environment, global M&A activity experienced a 17% drop in value from the previous year, plummeting to $2.9

M&A 52

M&A Mergers and Acquisitions Government Investment 52