Shearman & Sterling

SEPTEMBER 9, 2020

2018-0602-SG (Del. Plaintiffs alleged that defendants failed to secure maximum value for their shares in connection with the merger and sought damages, including by way of quasi-appraisal. In re USG Stockholder Litigation, C.A.

Mergers 52

Mergers Mergers and Acquisitions Corporation Manufacturing 52

Shearman & Sterling

SEPTEMBER 9, 2020

2018-0602-SG (Del. Plaintiffs alleged that defendants failed to secure maximum value for their shares in connection with the merger and sought damages, including by way of quasi-appraisal. In re USG Stockholder Litigation, C.A.

Mergers 40

Mergers Mergers and Acquisitions Corporation Manufacturing 40

Shearman & Sterling

FEBRUARY 27, 2018

On February 20, 2018, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. reversed the dismissal of a suit brought by former stockholders of Diamond Resorts International ("Diamond") challenging the company's two-step cash-out merger. Strine, Jr., Berkman, No. 316, 2017 (Del. Read more

Mergers 52

Mergers Sale IT 52

Shearman & Sterling

SEPTEMBER 25, 2018

On September 20, 2018, the Delaware Supreme Court affirmed the dismissal of claims for breach of the implied covenant of good faith and fair dealing brought against the controlling unitholder and its affiliates on the board of a company that provides services to children with disabilities in connection with the sale of that company.

Sale 52

Sale M&A Mergers Investors 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

Shearman & Sterling

FEBRUARY 27, 2018

On February 20, 2018, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. reversed the dismissal of a suit brought by former stockholders of Diamond Resorts International ("Diamond") challenging the company's two-step cash-out merger. Strine, Jr., Berkman, No. 316, 2017 (Del. Read more

Mergers 40

Mergers Sale IT 40

Shearman & Sterling

AUGUST 7, 2018

On July 30, 2018, Chancellor Andre Bouchard of the Delaware Court of Chancery determined that the deal price minus synergies was the best evidence of the fair value of Solera Holdings, Inc. ("Solera") in an appraisal action arising from the acquisition of Solera by Vista Equity Partners. July 30, 2018). 12080-CB (Del Ch.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Sale Mergers 52

Shearman & Sterling

SEPTEMBER 25, 2018

On September 20, 2018, the Delaware Supreme Court affirmed the dismissal of claims for breach of the implied covenant of good faith and fair dealing brought against the controlling unitholder and its affiliates on the board of a company that provides services to children with disabilities in connection with the sale of that company.

Sale 40

Sale M&A Mergers Investors 40

Shearman & Sterling

DECEMBER 19, 2019

Gramercy Property Trust, No. ELH-18-2711 (D.

Mergers 52

Mergers Securities Sale Investment 52

The Deal

FEBRUARY 6, 2024

BofA and A&O worked with WillScot on the $323 million sale of its tanks and pumps segment to Kinderhook Industries LLC in 2022. billion in 2018. billion in 2018. Schwitter, Pellegrino and Troy advised WillScot on its 2020 merger with Mobile Mini Inc., A&O’s Jeffrey J. to Double Eagle Acquisition Corp.

Mergers and Acquisitions 52

Mergers and Acquisitions Finance Finance M&A 52

Shearman & Sterling

JULY 17, 2018

July 9, 2018). As discussed in our prior post on this case, the Court of Chancery dismissed claims that the sale process undertaken by TFM was a "sham" designed by TFM's founder to deliver the company into the hands of a favored suitor. Morrison v. 445, 2017 (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Mergers Shares 52

Shearman & Sterling

AUGUST 7, 2018

On July 30, 2018, Chancellor Andre Bouchard of the Delaware Court of Chancery determined that the deal price minus synergies was the best evidence of the fair value of Solera Holdings, Inc. ("Solera") in an appraisal action arising from the acquisition of Solera by Vista Equity Partners. July 30, 2018). 12080-CB (Del Ch.

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Sale Mergers 40

Shearman & Sterling

DECEMBER 19, 2019

Gramercy Property Trust, No. ELH-18-2711 (D.

Mergers 40

Mergers Securities Sale Investment 40

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

Shearman & Sterling

APRIL 9, 2019

Capital, LLC in a tender offer followed by a merger. 2018-0221-AGB (Del. of the voting power, orchestrated a sale of the company at a discounted price to address a personal need for liquidity prompted by his retirement as the company's CEO at age 73. Narang, C.A.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Sale Mergers 52

Shearman & Sterling

JULY 17, 2018

July 9, 2018). As discussed in our prior post on this case, the Court of Chancery dismissed claims that the sale process undertaken by TFM was a "sham" designed by TFM's founder to deliver the company into the hands of a favored suitor. Morrison v. 445, 2017 (Del.

Mergers and Acquisitions 40

Mergers and Acquisitions Sale Mergers Shares 40

The Deal

FEBRUARY 6, 2024

billion sale of its personal accident, supplemental health and life insurance business in Asia-Pacific to Chubb Ltd. (CB) billion sale of its group life and disability insurance business to New York Life Insurance Co. O’Melveny worked with HCSC on the 2017 sale of TMG Health Inc. Shapiro and Levine advised Cigna on the $5.6

Insurance 52

Insurance M&A Sale Business 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 40

Manufacturing Sale Mergers Corporation 40

Shearman & Sterling

APRIL 9, 2019

Capital, LLC in a tender offer followed by a merger. 2018-0221-AGB (Del. of the voting power, orchestrated a sale of the company at a discounted price to address a personal need for liquidity prompted by his retirement as the company's CEO at age 73. Narang, C.A.

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Sale Mergers 40

Shearman & Sterling

JULY 23, 2019

Slights III of the Delaware Court of Chancery dismissed an aiding and abetting claim asserted against a private equity buyer and its principals in a stockholder class action involving breach of fiduciary duty claims against the former CEO of a technology company in connection with its take-private sale to the private equity buyer.

Private Equity 52

Private Equity Equities Sale Mergers 52

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

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.

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.

Business 52

Business Stock Management Mergers and Acquisitions 52

Shearman & Sterling

JULY 23, 2019

Slights III of the Delaware Court of Chancery dismissed an aiding and abetting claim asserted against a private equity buyer and its principals in a stockholder class action involving breach of fiduciary duty claims against the former CEO of a technology company in connection with its take-private sale to the private equity buyer.

Private Equity 40

Private Equity Equities Sale Mergers 40

How2Exit

FEBRUARY 18, 2024

Prior to joining Valsoft in 2018, Costa honed his skills in investment banking, focusing on the bond market before deciding to dive headfirst into the exciting world of software acquisitions and mergers.

Acquisitions 130

Acquisitions Investment Mergers and Acquisitions Business 130

The Deal

SEPTEMBER 7, 2023

acquired Recochem from Swander Pace Capital LLC in September 2018 for an undisclosed sum. to do a very limited, early market test of the business about three years after it purchased the asset.

Private Equity 52

Private Equity Equities Capital Business 52

Cooley M&A

OCTOBER 12, 2021

The dispute arose from the sale of Pattern Energy to Canada Pension Plan Investment Board (“CPPIB”). Sales Process. In 2018, the board launched a sales process with a special committee in place. Pattern Energy : Allowing Interests Other Than Obtaining Best Value for Company’s Stockholders to Influence Decisions.

Sale 40

Sale Management IT Negotiation 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

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

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Sica Fletcher

JULY 1, 2020

Update on Private Equity and Insurance Brokerages In our ,, previous article , we reported that the COVID-19 pandemic had not diminished the pace of mergers and acquisitions transactions we are seeing in the insurance agency and brokerage sector. Over 70 PE firms involved themselves in our sales processes.

Private Equity 52

Private Equity Insurance Debt Equities 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

Deal Law Wire

FEBRUARY 23, 2021

Thus, while the seller must bear the total tax liability at the time of the sale, a reverse earn-out may still be preferable because it minimizes income treatment and maximizes capital gains treatment of the earn-out payment, as described in more detail in one of our blog posts. Earn-out Use in 2020.

M&A 40

M&A Mergers and Acquisitions Capital IT 40

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, 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

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. Pre-Payment of Appraisal Award Non-Refundable.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Cooley M&A

SEPTEMBER 16, 2022

The sale of a publicly traded company in the US will generally require the approval of the holders of a majority of the voting power of the company’s outstanding shares as a precondition to the sale’s completion. [5] Voting agreements in public M&A transactions. Best practice: Include a carve out in your transfer provisions.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

FEBRUARY 1, 2024

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51% year over year, while other sectors saw marked increases. [1]

M&A 59

M&A Mergers and Acquisitions Private Equity Equities 59