Shearman & Sterling

APRIL 16, 2019

On April 5, 2019, the Delaware Supreme Court reversed in part and affirmed in part a decision of the Delaware Court of Chancery that had dismissed a stockholder challenge to an all-stock business combination between Earthstone Energy, Inc. ("Earthstone") and Bold Energy III LLC ("Bold"). April 5, 2019). 392, 2018 (Del.

Negotiation 40

Negotiation Economics Private Equity M&A 40

Cooley M&A

SEPTEMBER 16, 2022

4] However, such exceptions were not universal and, as will be discussed below, the vast majority of dual-class charters adopted before 2016 that contained transfer restrictions did not include M&A voting agreement carve outs. In a small number of cases, a class of common stock is offered to the public that has no voting rights at all.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Quest: Mergers & Acquisitions

DECEMBER 9, 2020

Specifically, I predict that increased M&A activity in 2021 will make it painfully clear just how hard a tenant-to-tenant migration really is. In 2020, M&A activity lagged — and then soared. Although volatility certainly did not disappear, M&A activity quickly rebounded. presidential election.

M&A 52

M&A Mergers and Acquisitions IT Accountant 52

Cooley M&A

OCTOBER 29, 2020

On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! Key highlights from the webinar are summarized below and a link to the recording can be found here. compares to the prior two iterations of SPAC activity, with the first (SPAC 1.0) Increased Frequency and Size.

M&A 52

M&A IPO Valuation Mergers and Acquisitions 52

The Deal

DECEMBER 19, 2023

Bomi Lee knew she wanted to specialize in M&A after working on two deals as a mid-level associate at Cravath, Swaine & Moore LLP in 2014 and 2015, she said on this week’s Drinks With The Deal podcast. “I I liked the strategy and the negotiations and the chess game element of M&A, the immediacy of M&A,” Lee said.

M&A 59

M&A Negotiation Sale Investors 59

Focus Investment Banking

FEBRUARY 12, 2024

This M&A business will drive you crazy. I recently learned that two separate tire/service chains I had met with over the years had each transacted with single buyers that knocked on their doors in what we call a “negotiated” transaction. It’s more like a sport than a business. We use what are called confidential private auctions.

Negotiation 52

Negotiation Mergers and Acquisitions Business Private Equity 52

What's Market

OCTOBER 11, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. This article examines the prevalence and usage of stand-alone indemnities in private company M&A transactions with reference to the ABA studies. breaches of representations, warranties, or covenants.

M&A 52

M&A Mergers and Acquisitions Negotiation Mergers 52

M&A Leadership Council

AUGUST 1, 2023

The Art of M&A® / Integration: Harmonization of Post-Merger Compensation Plans An excerpt from The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide by Alexandra Reed Lajoux Editor’s Note: A growing number of M&A professionals are pursuing the Certified M&A Specialist , or CMAS ® credential.

Mergers 52

Mergers Mergers and Acquisitions M&A Profitability 52

Cooley M&A

DECEMBER 15, 2020

In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. billion, a portion of which was to be funded with third-party debt.

M&A 40

M&A Business IT Negotiation 40

What's Market

SEPTEMBER 6, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. The most recent three of these studies (2017, 2019 and 2021) have looked at representation and warranty insurance (“RWI”) in private company M&A transactions.

Insurance 52

Insurance Mergers and Acquisitions M&A Mergers 52

What's Market

AUGUST 29, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. This article examines trends relating to the use of indemnity escrows in private company M&A transactions. Typically, these escrows are held by a third party independent of the buyer and seller, such as a bank.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Insurance 52

What's Market

AUGUST 15, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In many M&A agreements with a purchase price adjustment, the parties agree to escrow a portion of the purchase price for a limited period following the closing. For example, on Jan.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Acquisitions 52

InvestmentBank.com

OCTOBER 24, 2019

M&A activity in physician practices continues to grow and outpace other sectors as deals in the healthcare industry are coveted by investors for their strong growth, recession resistance, and superior historical returns.

Hospitality 40

Hospitality Private Equity Equities Acquisitions 40

What's Market

AUGUST 22, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. The 2017, 2019, and 2021 ABA studies each show that indemnity caps were lower in reported deals where RWI was referenced in the deal documents, as compared with transactions without any such reference.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Insurance Mergers 52

What's Market

SEPTEMBER 26, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. Introduction In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Negotiation Mergers 52

Cooley M&A

MAY 21, 2021

Additionally, the court rejected buyer’s argument that it was permitted to terminate the transaction, finding that the target did not suffer an MAE and did not breach its conduct of business covenant, distinguishing this case from the court’s November 2020 opinion in AB Stable , which also involved a COVID-related M&A dispute.

M&A 40

M&A Debt Private Equity Finance 40

Periculum Capital

NOVEMBER 15, 2022

Periculum began formally working with Mi-Tech in December 2019 to find a buyer that could strengthen the Company’s global supply chain, realize significant strategic synergies and qualify to own Mi-Tech ’s portfolio of customer relationships that included controlled and classified federal government programs.

Sale 52

Sale IT Government M&A 52

M&A Leadership Council

OCTOBER 2, 2023

The Art of M&A® / Integration: Closing An excerpt from The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide by Alexandra Reed Lajoux CLOSING What happens on the closing day itself? In the case of a transaction involving third-party financing, what part of the deal closes first?

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Funds 52

Cooley M&A

OCTOBER 24, 2024

While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. 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. On the other hand, in Fortis v.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation Sale 52

M&A Leadership Council

OCTOBER 22, 2023

The Art of M&A® / Post-Merger Integration and Divestitures An excerpt from The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide by Alexandra Reed Lajoux COMMITMENTS to EMPLOYEES Why is it important to make and keep commitments to employees? Yes, but each of these alternatives can be costly.

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Mergers Mergers and Acquisitions M&A Economics 52

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

Legal Context The principle of freedom of contract, which allows sophisticated parties to freely negotiate the terms of their agreements and to rely on the enforceability of such agreements is a cornerstone of Delaware law. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] in the case of fraud). [3]

Corporation 52

Corporation Investors Negotiation M&A 52

Focus Investment Banking

JUNE 13, 2023

Between 2004 and 2019, 41 orthopedic practices and surgeon groups in 22 states were acquired by 34 PE and other investment firms, according to the Journal of the American Academy of Orthopaedic Surgeons. Despite the recent rash of M&A deals, the orthopedic business, like other medical fields, remains highly fragmented.

Private Equity 52

Private Equity Equities Healthcare Medical 52

IBG

JANUARY 31, 2023

While due diligence may feel bewildering at first, part of what a top M&A advisor does is help their client prepare for, understand, and navigate the process – successfully and with the least possible disruption. First-time sellers often assume that the main value of their M&A professional is in attracting potential buyers.

Sale 52

Sale Business M&A Mergers and Acquisitions 52

Focus Investment Banking

JUNE 5, 2024

This optimism extends to the M&A markets as well, where restaurants continue to attract buyer interest thanks to the industry’s adaptability, strength, and enduring appeal to consumers. For a franchisor, it may be bringing on a site selection partner to identify prime franchisee locations and negotiate favorable lease terms.

Food 52

Food Sale M&A Economics 52

Cooley M&A

DECEMBER 3, 2019

Aon estimates that over 45% of all private M&A transactions in North America had R&W insurance in 2018. [2]. 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 Advantages.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Cooley M&A

MAY 5, 2020

2019-0048-SG (Del. M&F Worldwide Corp., Between October 5 th and 11 th , the special committee supervised a price negotiation with iSubscribed, which resulted in an increased offer of $3.68 from the outset). Salladay is the first time that a Delaware court has held that the ab initio requirement established by Kahn v.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Cooley M&A

MAY 11, 2020

In the seven (long) weeks since, we have observed (from our respective home offices) M&A love stories fall apart as a result of the pandemic in a number of different ways, including: “Let’s Just Be Friends – Woodward/Hexcel. ” billion merger of equals in early April and go their separate ways. billion merger.

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Mergers and Acquisitions M&A Finance Finance 40

Peak Frameworks

SEPTEMBER 19, 2023

CEOs, declared in 2019 their commitment to lead their companies for the benefit of all stakeholders, marking a significant shift from previous shareholder-first dogmas. The distinction between them is crucial for understanding a company's obligations, its strategy, and the interplay of interests within its ecosystem. What is a Shareholder?

Corporation 52

Corporation Private Equity Mergers and Acquisitions Corporate Finance 52

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. Can you offer share consideration in a scheme?

Mergers and Acquisitions 59

Mergers and Acquisitions Shares Stock Acquisitions 59

Cooley M&A

OCTOBER 12, 2021

Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. Empire Resorts, Inc., Sales Process. In 2018, the board launched a sales process with a special committee in place.

Sale 40

Sale Management IT Negotiation 40

Cooley M&A

SEPTEMBER 25, 2020

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. In other words, the specific performance remedy is conditional, and neither buyer nor the sponsor can be forced to close without the debt financing.

Debt 40

Debt Finance Finance Private Equity 40

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. share, a 2.67% increase over the deal price.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 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. As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. That is an enduring aspect of the sport: if you see a game-changer, use it.

Mergers and Acquisitions 40

Mergers and Acquisitions Finance Finance Mergers 40

Cooley M&A

JULY 20, 2023

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. The short answer: no.

M&A 52

M&A Mergers and Acquisitions Sale Mergers 52

Cooley M&A

JANUARY 25, 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. trillion in 2018 and 2019, respectively [1]. trillion – representing a 10-year low. trillion and $4.09

M&A 52

M&A Mergers and Acquisitions Investment Government 52

Transactional Delights

NOVEMBER 24, 2020

Following the November 2019 signing, covid hit and LVMH announced that it would not be able to close the deal by the agreement’s drop-dead date of November 24, 2020 [2] after the French Government sent a letter [3] to LVMH directing it to pause the deal until 2021. On the subsequent Monday, October 28, TIF was trading at $129.72.

M&A 40

M&A Mergers and Acquisitions IT Shares 40

Cooley M&A

JANUARY 20, 2022

General trends in life sciences M&A. While 2020’s M&A landscape was characterized by whiplash volatility from choppy deal activity in the first half of the year to a surge in volume in the second half, that momentum accelerated in 2021, with no signs of slowing down heading into 2022. driven assets.

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M&A Mergers and Acquisitions Pharmaceutical Mergers 40