Cooley M&A

JULY 20, 2023

Clarity on ‘substantially all assets test’ for stockholder approval What makes a sale considered a sale of “substantially all assets” such that stockholder approval is required under Section 271 of the Delaware General Corporation Law? billion sale price represented less than 40% of these assets. The short answer: no.

M&A 52

M&A Mergers and Acquisitions Sale Mergers 52

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. Pre-Payment of Appraisal Award Non-Refundable.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

M&A Leadership Council

AUGUST 1, 2023

Each edition includes directly relevant content derived from Lajoux’s industry leading book series, The Art of M&A Fifth Edition : A Merger, Acquisition, and Buyout Guide (McGraw Hill, 2019). United States of America: McGraw Hill, 2019. Benefits are another area where post-merger disparity may be necessary.

Mergers 52

Mergers Mergers and Acquisitions M&A Profitability 52

Focus Investment Banking

MARCH 28, 2024

The Deal Environment in 2024 Transaction volumes in 2023 and 2024 have remained significant, though down from their peaks in 2019 and immediately after COVID-19. Most ophthalmology PPMs were formed in 2018 and 2019 and are now towards the end of that hold period. Platform Creation” transactions are very rare. Download the article.

Private Equity 52

Private Equity Equities Valuation Acquisitions 52

M&A Leadership Council

OCTOBER 2, 2023

Practically speaking, however, the lenders usually will not release the loan proceeds until they receive confirmation that the corporate portion of the transaction has been completed; that is, stock certificates or bills of sale have been delivered or merger certificates have been filed, and security and title documents have been properly recorded.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Funds 52

Cooley M&A

DECEMBER 3, 2019

We are also seeing an increase in “no seller indemnity deals”, which Aon estimates to have increased from 12% to 26% of all R&W insurance deals from 2016 to 2018 and, if our experience this year is consistent with that of the broader market, we think those numbers will be even higher for 2019. Premium and Key Terms. Conclusion.

Insurance 40

Insurance Underwriting Mergers and Acquisitions M&A 40

Focus Investment Banking

MAY 10, 2024

Between 2013 and 2019, food distribution generated a steady flow of deals with strategics driving the majority of activity. For owners considering a sale, prioritizing key business and financial attributes can enhance a company’s position in the market and increase its valuation. Download the article here.

Food 52

Food M&A Private Equity Valuation 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. May 15, 2019); Manti; Abry. [8] in the case of fraud). [3] in the case of fraud). [3] 6] Manti Holdings, LLC v.

Corporation 52

Corporation Investors Negotiation M&A 52

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 per share, Vice Chancellor Glasscock found it reasonably conceivable that the prior discussions lead to a price collar, and set the stage for future price negotiations.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Transactional Delights

JANUARY 15, 2021

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]. Prior to negotiations with the buyers, in 2016 CLCT contacted over 100 potential acquirers as part of its review of strategic alternatives [3].

Mergers and Acquisitions 40

Mergers and Acquisitions Shares Negotiation Mergers 40

M&A Leadership Council

OCTOBER 22, 2023

Functions that may be outsourced include employee records and pay (HRIS and payroll systems), sales and service (CX software), customer billing (ERP and finance systems), and procurement (supply chain and asset management systems). United States of America: McGraw Hill, 2019. Lajoux, Alexandra Reed with Capital Expert Services.

Mergers 52

Mergers Mergers and Acquisitions M&A Economics 52

Cooley M&A

SEPTEMBER 25, 2020

The decisions from the court on those preliminary matters, as well as the arguments raised by legal counsel, offer some valuable lessons for sellers considering sale transactions that require debt financing, and may motivate sellers to re-evaluate certain provisions and remedies that have become customary in those transactions.

Debt 40

Debt Finance Finance Private Equity 40

Wizenius

MARCH 25, 2023

The company made a provision for this amount, which was later added back to EBITDA during negotiations with potential buyers of BP assets. reported net sales of $274.5 In 2019, Tesla, Inc. BP: In 2010, BP had to pay $20 billion for the 2010 Deepwater Horizon oil spill. GE: In 2017, GE made a $6.2 reported adjusted EBITDA of $4.1

Insurance 52

Insurance IT Investment Shares 52

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.

M&A 52

M&A IPO Valuation Mergers and Acquisitions 52

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).

Mergers and Acquisitions 40

Mergers and Acquisitions M&A Finance Finance 40

Cooley M&A

MAY 21, 2021

Those projections—which were prepared without input from DecoPac’s management and “based on uniformed (and largely unexplained) assumptions that were inconsistent with real-time sales data”—showed that DecoPac would be in breach of its financial covenants under the debt documents on day one if the transaction were to close.

M&A 40

M&A Debt Private Equity Finance 40

Cooley M&A

DECEMBER 15, 2020

The lawsuit arose from the contemplated sale of a hotel portfolio, consisting of 15 luxury hotels located throughout the US. Under an agreement entered into in September 2019, a subsidiary of Anbang agreed to sell its membership interests in Strategic to Mirae Asset Financial Group, a Korean-based financial services conglomerate, for $5.8

M&A 40

M&A Business IT Negotiation 40

Cooley M&A

SEPTEMBER 16, 2022

The sale of a publicly traded company in the US will generally require the approval of the holders of a majority of the voting power of the company’s outstanding shares as a precondition to the sale’s completion. [5] Voting agreements in public M&A transactions. The dual-class company’s overall leverage in the transaction.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

OCTOBER 12, 2021

The dispute arose from the sale of Pattern Energy to Canada Pension Plan Investment Board (“CPPIB”). Sales Process. In 2018, the board launched a sales process with a special committee in place. Pattern Energy : Allowing Interests Other Than Obtaining Best Value for Company’s Stockholders to Influence Decisions. Background.

Sale 40

Sale Management IT Negotiation 40

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.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Mergers 40

Growth Business

OCTOBER 2, 2023

22 venture capital firms you need to know about – Here are 22 venture capital funds you need to know about to fund your start-up, in every sector from AI through to Deep Tech This looks likely to continue in 2019, as tech-enabled solutions based on artificial intelligence (AI) and blockchain prove increasingly popular.

Finance 52

Finance Finance Capital Funds 52

Cooley M&A

JANUARY 25, 2024

trillion in 2018 and 2019, respectively [1]. billion sale to Amgen; however, the parties eventually settled the matter on the eve of trial. Acquirers must be prepared for potential litigation domestically and internationally, and for more detailed negotiations over regulatory and interim operating covenants. trillion and $4.09

M&A 52

M&A Mergers and Acquisitions Investment Government 52

Cooley M&A

JANUARY 21, 2022

In 2019, the DOJ and the PTO rescinded the 2013 guidance and issued new guidance advising that injunctive relief “should be made available” to SEP holders. In the future, merging parties need to plan and take this new referral procedure into account when negotiating transaction documents and timelines.

Mergers and Acquisitions 40

Mergers and Acquisitions Mergers Pharmaceutical IT 40