2019 Negotiation Public Trading 
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. took private in 2017 for $315/share.
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. Revisiting Governance Documentation.
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Cooley M&A
SEPTEMBER 16, 2022
In addition, currently public dual-class companies with transfer provisions that do not contain clear carve outs for the delivery of voting agreements in the M&A context should discuss with their advisers the possibility of adopting “clear day” amendments to their charters to include these carve outs. Vote-down termination fee (i.e.,
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. In this case, the leak worked in TIF’s favor.
Cooley M&A
JANUARY 20, 2022
on transactions over 2019’s mega?mergers. A healthy 90 biopharma M&A transactions were announced in 2021 (compared to 69 in 2020 and 70 in 2019, the most transactions since 2016). 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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