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 Business 64

Shearman & Sterling

JULY 7, 2020

2018-0132-KSJM (Del. . ("Towers") and Willis Group Holdings Public Limited Company ("Willis"). City of Fort Myers Gen. ' Pension Fund v. Haley, C.A. June 30, 2020).

Mergers 52

Mergers Negotiation Funds Investment 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

Cooley M&A

OCTOBER 24, 2024

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.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation Sale 52

Shearman & Sterling

MARCH 20, 2018

On March 9, 2018, Vice Chancellor Joseph R. Plaintiffs, pre-merger stockholders of Rouse, alleged that breaches of fiduciary duty by a special committee of the Rouse board that negotiated the deal, and Brookfield, as an alleged controlling stockholder, led to a transaction that grossly undervalued Rouse. In Re Rouse Properties, Inc.

Asset Management 52

Asset Management Mergers Negotiation Management 52

Shearman & Sterling

JULY 7, 2020

2018-0132-KSJM (Del. . ("Towers") and Willis Group Holdings Public Limited Company ("Willis"). City of Fort Myers Gen. ' Pension Fund v. Haley, C.A. June 30, 2020).

Mergers 40

Mergers Negotiation Funds Investment 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

Shearman & Sterling

MARCH 20, 2018

On March 9, 2018, Vice Chancellor Joseph R. Plaintiffs, pre-merger stockholders of Rouse, alleged that breaches of fiduciary duty by a special committee of the Rouse board that negotiated the deal, and Brookfield, as an alleged controlling stockholder, led to a transaction that grossly undervalued Rouse. In Re Rouse Properties, Inc.

Asset Management 40

Asset Management Mergers Negotiation Management 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

Shearman & Sterling

MARCH 26, 2019

2018-0058 (Del. " The Court also found allegations of participation in the deal sufficient at the pleading stage to preclude dismissal of the claims against each of the Parent-affiliated directors, even though the board had delegated exclusive negotiation and approval authority to a special committee of independent directors.

Negotiation 52

Negotiation Corporation Acquisitions IT 52

The TRADE

JUNE 23, 2023

EU asset managers, banks and brokers are urging policy markets not to succumb to pressure that could potentially lead to suboptimal outcomes in the Markets in Financial Instruments Directive (Mifid/r) review.

Trading 57

Trading Equities Asset Management Initial Public Offering 57

The TRADE

JULY 8, 2024

Natan Tiefenbrun It will utilise BIDS’ conditional trade negotiation and execution workflow to match orders based on a standard and exchange-regulated VWAP methodology. Scrapped in 2018 under Mifid II, former broker crossing networks (BCNs) used a similar workflow.

Broker 104

Broker Trading Equities IT 104

Shearman & Sterling

AUGUST 6, 2019

2018-0132-KSJM (Del. Asserting claims for breaches of fiduciary duty, plaintiffs, who had been Towers Watson stockholders, argued that the company's CEO did not properly disclose to the board a compensation proposal he had received from Willis's second largest stockholder while the CEO was negotiating the merger.

Mergers 40

Mergers Business Negotiation Stock 40

Shearman & Sterling

MARCH 26, 2019

2018-0058 (Del. " The Court also found allegations of participation in the deal sufficient at the pleading stage to preclude dismissal of the claims against each of the Parent-affiliated directors, even though the board had delegated exclusive negotiation and approval authority to a special committee of independent directors.

Negotiation 40

Negotiation Corporation Acquisitions IT 40

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]. in 2018 to 12.5% of GDP or $2.5

Hospitality 40

Hospitality Private Equity Equities Acquisitions 40

Cooley M&A

AUGUST 11, 2020

In particular, the Supreme Court’s opinion suggested that Mr. Haley could have been more concerned with preserving the deal (and securing his lucrative post-closing compensation package) than negotiating harder for the best possible outcome for Towers Watson’s stockholders. Case # 1 (Fort Myers v.

Negotiation 40

Negotiation M&A Corporation Stock 40

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. As a long-term client of Periculum’s Corporate Development and Treasury Services offering, this is the second transaction Morgan has engaged Periculum to execute.

Debt 52

Debt Food Debt Capital Markets Capital 52

Focus Investment Banking

APRIL 1, 2024

Introduction Private equity groups began investing in the ear, nose, and throat and allergy space in 2018. Leveraging scale and knowing how to negotiate better rates with payors. Many are willing to enter entirely new areas of the country, but only with a significant partnership. Making day-to-day operations more efficient.

Private Equity 52

Private Equity Equities Negotiation Investment 52

Sica Fletcher

MARCH 12, 2024

Revenue Revenue multiples are a distant second option for insurance agency valuations, making up about 5% of the recorded deals we observed between 2018 and 2024. Our data has shown a 30% increase in deals that feature equity as a larger portion of the seller payout since 2018. Valuations are Expected to Rise.

Valuation 52

Valuation Insurance M&A Profitability 52

M&A Leadership Council

OCTOBER 22, 2023

Department of Labor rules effective April 2018 streamline the filing of disability claims under ERISA. 51 The FASB voted in March 2018 to change the disclosure requirements for defined benefits plans. 2459 (2014). 50 The ruling raised the pleading standard and inspire several subsequent lower court cases to do the same.

Mergers 52

Mergers Mergers and Acquisitions M&A Economics 52

Software Equity Group

JULY 9, 2024

Following many months of intense negotiation, if you are not prepared when the buyer or their advisor requests certain data or information, it can throw off the entire timeline. The above legal prep sets a positive tone for legal negotiation and reduces the workload for everyone involved, allowing you to get ahead of deal fatigue.

Sale 52

Sale Corporation M&A 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. Noting iSubscribed’s initial offer of $3.50 per share, and the eventual merger price of $3.68

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Accenture Capital Markets

SEPTEMBER 5, 2023

Aim for standardized terms and templates , where possible, when negotiating CSAs and collateral schedules with your counterparties that reflect the new obligations. The September 2018 go-live date will see approximately 12 entities (groups) come into scope, with a similar number following in September 2019. Where are we now?

Book-building 52

Book-building Management Financial Institution Utilities 52

Focus Investment Banking

MARCH 28, 2024

A typical ophthalmology PPM was founded in 2018 and has completed ten total acquisitions since (and thus, is now partnered with ten practices). Most ophthalmology PPMs were formed in 2018 and 2019 and are now towards the end of that hold period. The typical ophthalmology PPM is also regionally focused.

Private Equity 52

Private Equity Equities Valuation 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. Technological superiority is now commonly equated with national security. Finally, with the U.K.

M&A 52

M&A Mergers and Acquisitions Business Government 52

Wizenius

MARCH 25, 2023

The company made a provision for this amount, which was later added back to EBITDA during negotiations with potential buyers of BP assets. In 2018, Facebook reported an unrealized gain on its investment in Chinese company Meituan-Dianping. billion during 2018, resulting in an unrealized gain of $800 million. billion to $2.4

Insurance 52

Insurance IT Investment Shares 52

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. In addition to negotiated payments, providers can earn incentives for providing high-quality, efficient care.

Hospitality 52

Hospitality Private Equity Healthcare Mergers and Acquisitions 52

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

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

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

OCTOBER 29, 2018

2018-0300-JTL (Del. Two days after the announcement of the execution of the merger agreement, Akorn notified Fresenius that it was experiencing dismal second quarter results (despite Akorn having reaffirmed its full-year guidance for 2018 at Fresenius’ request on the date that the parties signed the merger agreement).

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Business Pharmaceutical 52

Peak Frameworks

MAY 17, 2023

For instance, in 2018, Broadcom , an OEM that provided components for Apple's iPhones, filed a lawsuit against the tech giant for patent infringement. Revenue sharing and pricing structures are often negotiated to strike a balance between the client company's profitability and the OEM's financial incentives.

Manufacturing 52

Manufacturing Medical Collaboration Finance 52

The TRADE

OCTOBER 6, 2023

In comparison with the US, China, Japan and some of the MENA markets, European traded volumes went from representing around 15% over that universe in 2018 to just about under 10% today. What should regulators’ focus be to foster more growth in Europe? That gives you a flavour as to the environment that we’re navigating.

Trading 57

Trading Investors IT Equities 57

Cooley M&A

MAY 11, 2020

We have seen this exclusion receive increased attention in ongoing negotiations, but expect it to become commonplace consistent with the prevailing theory underlying MAE definitions that exogenous factors generally should not count toward a material adverse effect (except to the extent they disproportionately affect the relevant company).

Mergers and Acquisitions 40

Mergers and Acquisitions M&A Finance Finance 40

Cooley M&A

SEPTEMBER 20, 2019

2018), available at [link]. [2] 2018), available at [link]. [2] 2018-0730-JRS (Sept. And, if the original buyer elected to accept the termination fee, the target company and intervening buyer would achieve the desired deal certainty. 1] See Adam Kilgore, The run-pass option was born in high school and took over college.

Mergers and Acquisitions 40

Mergers and Acquisitions Mergers Finance Finance 40

Growth Business

OCTOBER 2, 2023

By Tim Bird on Growth Business - Your gateway to entrepreneurial success It was a buoyant 2018 for venture capital investment into UK and European companies – a trend which defied broader concerns about international trade tensions, economic growth prospects and, of course, Brexit.

Finance 52

Finance Finance Capital Funds 52

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