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The Cooley Outlook for 2018 M&A

Cooley M&A

What’s on tap for 2018 M&A? 280G Gross-Ups in Public Company Sales. Despite the “say on pay” environment and the elimination of virtually all 280G gross-ups in executive employment arrangements, we continue to see target boards approving full or partial 280G gross-ups for executives in connection with public company sales.

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

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Legal Considerations for Successful Exit Planning

Software Equity Group

Software executives may maintain their current role with their company post-sale or even take on additional responsibilities at the acquiring company or its board of directors. However, to maximize the chances of a profitable outcome, founders must proactively prepare for the sale.

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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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Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties

Cooley M&A

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.

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Insurance Agency Valuation 101: Understanding the Essentials

Sica Fletcher

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.

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Ophthalmology – 2024 Update: Entering a Mature Stage

Focus Investment Banking

A typical ophthalmology PPM was founded in 2018 and has completed ten total acquisitions since (and thus, is now partnered with ten practices). Waiting to Recapitalize We expect many PPM recapitalizations (the sale of a PPM company from one investor group to another) in 2025, assuming more clarity around interest rates arrives beforehand.