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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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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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

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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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. For example, in the 2021 study only 2% of the reported deals left knowledge undefined.

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What's Market

AUGUST 22, 2022

In terms of the specific types of baskets, deductibles have become increasingly common, now seen in almost ¾ of transactions reviewed in the 2021 study. Trends in Indemnity Baskets Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Points Studies (the ABA studies).

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What's Market

OCTOBER 18, 2022

When full disclosure representations are included in mergers and acquisitions (M&A) agreements, they are almost always alongside, and rarely seen in the absence of, a 10b-5 representation. The choice of provision to be included depends on the relative negotiating strength of the parties. Observations.

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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. The chart below shows this trend.

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The Deal

SEPTEMBER 11, 2023

There were a record 626 completed deals in 2022, up from 348 in 2021, with the U.S. Both experts also noted that while near-term M&A will likely be more distressed in light of this uncertainty, the current bear market offers a great window for opportunistic acquisitions.

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Cooley M&A

MAY 23, 2024

The American Bar Association’s Private Target Mergers & Acquisitions Deal Points Study estimates that 55% of private transactions used R&W insurance in 2023, a fall from the record 65% set in 2021. of the policy limit. Retention The standard retention (i.e.,

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Insurance M&A Underwriting Financial Statement 52

Cooley M&A

OCTOBER 8, 2024

KCake Acquisition Inc. , the defendant-buyer had entered into a merger agreement to acquire the plaintiff-target, but the defendant decided not to close the transaction after Medicare rates decreased significantly before the closing. The Chancery Court, therefore, ordered the buyer to close the merger. Hill-Rom Inc. ,

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What's Market

SEPTEMBER 19, 2022

Market Trends: What You Need to Know “Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. In the 2021 ABA study, 29% of the agreements included a pro-sandbagging provision, 2% of the agreements included an anti-sandbagging provision, and 68% of the agreements were silent on the issue.

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M&A Mergers and Acquisitions IT Insurance 52

Cooley M&A

JANUARY 25, 2023

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020 ), life sciences deal flow in 2022 on balance remained strong despite the headwinds. Let’s dig in.

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Wall Street Mojo

JANUARY 4, 2024

Article Link to be Hyperlinked For eg: Source: Gray Knight (wallstreetmojo.com) Businesses pursue acquisitions and takeovers for various reasons. Additionally, companies may target the acquisition of technology from smaller firms to expand their range of offerings. White knights serve as a defense against hostile takeovers.

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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. billion as of June 30, 2021 – and that the $1.2 While certainly not exhaustive (we were serious – the courts have been busy!) .;

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What's Market

OCTOBER 3, 2022

Market Trends: What You Need to Know As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Mergers and acquisitions (M&A) purchase agreements almost universally include a “no undisclosed liabilities” (NUL) representation. 800-372-1033) [link].

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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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What's Market

SEPTEMBER 12, 2022

Introduction Disclosure schedules are a common component of an M&A purchase agreement (whether a stock purchase agreement, asset purchase agreement, or merger agreement). These trends are reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies (the ABA studies), which cover U.S.

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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., 12, 2021). [13] in the case of fraud). [3] in the case of fraud). [3]

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Focus Investment Banking

JUNE 13, 2023

“There has been a marked increase in PE acquisition and consolidation of oncology practices over the past two decades,” said Dr. Michael Milligan, a radiation oncology resident physician who led the study. Similarly, PE-backed platform companies have undergone substantial consolidation through mergers and acquisitions.”

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Devensoft

JUNE 1, 2023

Chapter 1: A Modern Due Diligence Guide for Today’s Economy Merger and acquisition (M&A) due diligence is a crucial process for businesses looking to acquire or merge with another. A recent report by EY states that M&A activity reached record levels in 2021, with a total deal value of $5.8 Download now Section 1.1:

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Cleary M&A and Corporate Governance Watch

MAY 10, 2023

Stockholders Litigation , has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders. Nasdaq listing rules required Limelight to obtain stockholder approval for the issuance of the stock consideration in the Acquisition. [6]

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Cooley M&A

JULY 9, 2021

May 13, 2021), may provide new fodder for appraisal arbitrage. The Regal appraisal proceeding arose from Cineworld’s acquisition of Regal Entertainment Group in February 2018. To determine the fair value of Regal’s common stock at the effective time of the merger, the court reduced the deal price by $3.77/share,

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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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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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Cooley M&A

JANUARY 20, 2022

Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. 1] Major all-cash acquisitions have followed, such as Arena Pharmaceutical’s agreement to sell to Pfizer for $6.7 billion , Acceleron Pharma’s agreement to sell to Merck for $11.5

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Cooley M&A

MAY 21, 2021

KCake Acquisition, Inc., April 30, 2021) is 125 pages long, but she helpfully digests the holding in a single sentence on page 3: “ Chalking up a victory for deal certainty , this post-trial decision resolves all issues in favor of seller and orders the buyers to close on the purchase agreement.”

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Cooley M&A

JANUARY 25, 2023

The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and Broadcom’s pending $61 billion acquisition of VMware inked in quick succession. billion, a 36% decrease from 2021’s record high of $1.1

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Cooley M&A

JANUARY 25, 2024

This relative unattractiveness for dealmaking in Europe resulted in the proportion of non-European acquirers participating in European cross-border M&A transactions dropping from 12.55% in 2021 to 9.25% in 2023. [2] 2] For 2024, many market observers are hopefully forecasting interest rate cuts by the end of the year.

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Cooley M&A

JANUARY 21, 2022

Lina Khan, a former Columbia Law professor, has headed the FTC since June 15, 2021, and has filled top spots in the Bureau of Competition and Consumer Protection with former staffers of Rohit Chopra, who left the FTC in October. Meanwhile, Jonathan Kanter was sworn in to lead the Antitrust Division on November 18, 2021.

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Cooley M&A

FEBRUARY 3, 2025

Over the course of the year, many of the headwinds that have slowed tech M&A activity since 2022 began to abate as interest rates moderated, the acquisition financing market returned and equity markets reached new highs. billion acquisition of Altair, IBMs pending $6.4 billion take-private acquisition of Squarespace.

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