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Cooley’s 2019 Life Sciences M&A Year in Review

Cooley M&A

2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with aggregate deal value in the pharmaceutical, medical and biotech industry reaching $234.2

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Are You Doing the Right Training to Win the K-12 Instructional Materials Race?

Tyton Partners

In a similar vein, the race to win K-12 districts’ instructional materials sales is upon us. As K-12 providers and their extended sales organizations shift from their winter “jog” to a more concerted spring “sprint”, many are undoubtedly doing so with trepidation. The 2024 instructional materials sales race is on. How to win?

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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

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.

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Lower 2021 thresholds announced for merger reviews under Competition Act and Investment Canada Act

Deal Law Wire

Under the size of the parties test, the parties, together with their affiliates, must have aggregate assets in Canada or annual gross revenues from sales in, from or into Canada, in excess of C$400 million. This is down slightly from the 2019 transaction size threshold of C$96 million. Investment Canada Act.

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SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

Cooley M&A

A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. The combined company benefits from the target’s operations and the liquidity of the SPAC’s publicly traded securities. What is a SPAC. Special purpose acquisition companies (SPACs) are on the rise.

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

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.,

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Highlights from Cooley’s M&A Dealmakers Roundtable: SPACs!

Cooley M&A

Companies going public by way of a SPAC will also face limitations under Rule 144, which provides holders of unregistered securities the right to resell those securities without registration. Another common feature of SPACs and IPOs is the lock-up. Revisiting Governance Documentation. Larger PIPEs.

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