Focus Investment Banking

FEBRUARY 12, 2024

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. We saw how in 2019, Les Schwab Tire Centers publicly announced that they hired Goldman Sachs to sell the company.

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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. As we all know, Marriott suffered a massive data breach because Starwood Hotels had already been compromised two years before the acquisition – and no one noticed.

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Shearman & Sterling

MARCH 17, 2020

the "Company"), challenging the take-private acquisition of the Company. 2019-0048-SG (Del. Moreover, plaintiff asserted that the transaction was subject to entire fairness review because at least half the directors were conflicted by virtue of having rolled over substantial portions of their equity into the merger.

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What's Market

AUGUST 29, 2022

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Indemnity escrows are consistently seen in about two-thirds or more of reported transactions.

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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.

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What's Market

SEPTEMBER 6, 2022

Market Trends: What You Need to Know RWI is an increasingly important feature of private company merger and acquisition transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Points Studies (the “ABA studies”). Bound at Signing.

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What's Market

AUGUST 15, 2022

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been increasing on a fairly steady basis since 2007 (with a slight dip in 2021 from a 2019 high).

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The Deal

FEBRUARY 7, 2024

As it seeks to build its geographic footprint and scale, Creative Planning is targeting the Rust Belt region, the Upper Midwest, the Northeast and the West Coast for future acquisitions. The firm is in negotiations with two other players at the moment and hopes to seal the deals by the end of the year, according to Mallouk. “We’re

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Advisory Accountant Management Financial Services 52

What's Market

OCTOBER 11, 2022

Market Trends: What You Need to Know According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007 study to 96% in 2021.

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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? The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide.

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The Deal

DECEMBER 19, 2023

I liked the strategy and the negotiations and the chess game element of M&A, the immediacy of M&A,” Lee said. She became a partner at Fenwick in 2019. She decided to focus on M&A in the technology sector, and in 2015 she moved to Fenwick & West LLP, where the first deal she worked on was Symantec Corp.’s

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What's Market

SEPTEMBER 26, 2022

Market Trends: What You Need to Know As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company transaction agreements. The parties must still negotiate the scope of the seller's knowledge.

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What's Market

AUGUST 22, 2022

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. The linkage of indemnity baskets to RWI references seems consistent (i.e.,

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Cooley M&A

NOVEMBER 1, 2018

The following 10 key trends are underpinning hyperactivity in global M&A markets and are set to continue to shape deals well into 2019. Politicization of antitrust and merger review largely in check. As we saw with the AT&T/Time Warner case, any merger challenge by the U.S. In the U.S., There is no indication that U.S.

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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 Friday, October 25, the day before the leak TIF was trading at $98.55.

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Quest: Mergers & Acquisitions

DECEMBER 9, 2020

On to the second half, starting with a subject that regular readers know is near and dear to my heart: mergers and acquisitions. 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. billion acquisition of CardWorks.

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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. In 2019 and 2020, the FireEye business accounted for 62% and 57%, respectively, of the company’s overall revenue. The short answer: no.

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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. For example, during the acquisition of Dell by Silver Lake Partners in 2013, understanding the shareholders' interests was paramount to offering the right price and terms.

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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

DECEMBER 3, 2019

Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. In its basic form R&W insurance covers breaches by the seller or target of their respective representations and warranties in the acquisition agreement up to a policy limit. Advantages.

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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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Transactional Delights

JANUARY 15, 2021

The Deal The Merger Agreement does not require a special meeting for shareholders to vote on. This percentage was negotiated a few times, ranging from 5% to 7% of the transaction value, along with negotiations on a go-shop provision [2]. I’m not going to write a novel. Where does the deal currently stand?

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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. 9, 2019). [4] A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used only in high school and college football games. [1] 2018-0730-JRS (Sept.

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Cooley M&A

MAY 5, 2020

2019-0048-SG (Del. 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 The Company and the Acquiror entered into a definitive merger agreement on October 31 st. per share, and the eventual merger price of $3.68 In Salladay v.

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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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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. Authentix Acquisition Co., May 15, 2019); Manti; Abry. [8] in the case of fraud). [3] 2d 1068 (Del.

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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.”

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Cooley M&A

SEPTEMBER 16, 2022

5] Accordingly, definitive agreements for public company acquisitions almost universally contain a condition to the closing of the transaction that such stockholder approval has been obtained. Stockholder litigation. As always, ambiguity begets litigation. Best practice: Include a carve out in your transfer provisions.

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IBG

JANUARY 31, 2023

For someone considering a merger or the purchase of a business, document review and the answers to due-diligence questions are critical. 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.”

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Cooley M&A

MAY 21, 2021

KCake Acquisition, Inc., Shortly following signing, “Kohlberg’s senior leadership began to develop buyer’s remorse”, theorizing that the acquisition of a company—whose success was dependent on the occurrence of celebratory events—may not be the best use of capital during a nationwide lockdown.

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Cooley M&A

JANUARY 20, 2022

1] Major all-cash acquisitions have followed, such as Arena Pharmaceutical’s agreement to sell to Pfizer for $6.7 Midsize pharmaceutical buyers pursuing opportunistic acquisition strategies, with robust capital markets and high valuations having limited the pool of attractive assets available in recent years.

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Cooley M&A

JANUARY 25, 2024

trillion in 2018 and 2019, respectively [1]. billion tie-up between Inmarsat and Viasat was cleared by both regulators, Adobe’s $20 billion proposed acquisition of Figma was abandoned in December 2023 following regulatory pressure. trillion – representing a 10-year low. trillion and $4.09 For example, while the $7.3

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Cooley M&A

JANUARY 21, 2022

Procedural upheavals have swept the merger review process, erecting new hurdles that merging parties must leap over, from the “temporary” suspension of early termination to the FTC’s issuance of pre-consummation “warning letters.” Increasing procedural hurdles to merger review. Withdrawal of 2020 Vertical Merger Guidelines.

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