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

Cooley M&A

The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. Voting agreements in public M&A transactions. Vote-down termination fee (i.e., a ’naked no-vote fee’).

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Cooley’s 2024 Life Sciences M&A Year in Review: M&A Slims Down in 2024, but Will Appetites Grow in 2025?

Cooley M&A

This approach, combining M&A and initial public offering (IPO) preparations on parallel tracks, allows companies to maximize optionality in an uncertain market. Looking forward, we expect a focus on the sector by the FTC to continue, especially given that perceived high drug prices remain a bipartisan area of concern.

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