Cooley M&A

JULY 9, 2021

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value.

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Quest: Mergers & Acquisitions

DECEMBER 9, 2020

A year ago, experts mostly expected M&A activity to decline in 2020 compared to 2019, due to factors like trade tensions between the U.S. Look for tools that will help you accurately assess your Azure AD and hybrid AD accounts; review your source and target subscription licensing; and perform comprehensive Office 365 workload discovery.

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Cooley M&A

OCTOBER 29, 2020

Unlike prior iterations of SPAC activity and perhaps unsurprising given the increasing number of SPAC IPOs, the panelists noted that companies considering going public by way of a SPAC are often negotiating with multiple SPAC sponsors in the preliminary phase of a potential transaction. Another common feature of SPACs and IPOs is the lock-up.

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Cooley M&A

APRIL 26, 2022

A scheme of arrangement is the most common structure for acquiring a UK public company when the target’s board is supportive of the deal – accounting for 81% of announced public deals in 2021 (up from 69% in 2020 and 71% in 2019) – and also can be used for private company acquisitions.

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Cooley M&A

JULY 20, 2023

In 2019 and 2020, the FireEye business accounted for 62% and 57%, respectively, of the company’s overall revenue. It also demanded that Columbia accept the revised offer within three days or it would announce publicly that the negotiations were dead. The short answer: no. Stockholder Litigation (Del.

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Cooley M&A

SEPTEMBER 25, 2020

In the event of a legitimate financing failure, a seller’s sole remedy would be to terminate the purchase agreement and collect the negotiated reverse termination fee. If the debt financing failed, Realogy’s sole remedy would be to terminate and collect the negotiated reverse termination fee. Let’s Just Settle.

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IBG

JANUARY 31, 2023

It is very common for problems and issues to pop up during due diligence, so it’s important to stay proactive and be open to negotiation until the deal is finalized.” “The end result should be that the selling price of the business is justified and both parties walk away satisfied. Will key employees stay? Are there employment agreements?

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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).

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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. The risk tolerance of the high-vote stockholder and the dual-class company’s board.

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Cooley M&A

JANUARY 20, 2022

Private equity’s increased interest in life sciences , with PE buyers accounting for 47% of deal volume in the first half of 2021 , compared to a long?term on transactions over 2019’s mega?mergers. But deal value – which totaled $108 billion as of December 15, 2021 – was slightly down from 2020 and significantly down from 2019.

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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

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Cooley M&A

JANUARY 21, 2022

The DOJ recently scored a victory when a federal court declined a motion to dismiss of the DOJ’s charges against the two individuals, who had attempted to have the charges tossed on account of the lack of precedent in criminal charges for wage-fixing.

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