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Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter

Cooley M&A

Alexion Pharmaceuticals (Del. 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. Alexion Pharmaceuticals , arose out of Alexion’s 2018 acquisition of a company called Syntimmune.

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Managing Product Shortages through Strategic M&A: Building a Resilient Supply Chain

Sun Acquisitions

These shortages can result from various factors, including natural disasters, geopolitical tensions, economic instability, and unexpected surges in demand. Larger, consolidated companies can negotiate better terms with suppliers, secure more favorable contracts, and reduce per-unit production costs.

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Shareholders vs. Stakeholders - Understanding Corporate Responsibilities

Peak Frameworks

Proponents argue that by fulfilling this responsibility, firms indirectly benefit society by driving economic growth and innovation. Stakeholder Interests: It's vital when advising companies on public relations during significant corporate moves or when assessing the socio-economic implications of major mergers on local communities.

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Monetizing an Earn-Out – Does That Make It a “Security?”

Cooley M&A

However, while by no means perfect, the buyer can negotiate for indemnification from the sellers for losses incurred in connection with the offering and sale of the security (both to the sellers and to a subsequent transferee). acquisitions of pharmaceutical products with clinical, regulatory and/or net sales milestones).

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Cooley’s 2022 Life Sciences M&A Year in Review

Cooley M&A

But it wasn’t all carve outs and concerned investors – even with the headwinds in the industry and beyond, there were still several traditional public M&A deals involving biotechnology or medical device companies, as large pharmaceutical companies continued to have cash to deploy for acquisitions.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

In April 2017, Fresenius agreed to acquire Akorn, a US-based, Nasdaq-listed specialty manufacturer and marketer of generic prescription and over-the-counter pharmaceutical products, for $35 per share or approximately $4.75 The Merger Agreement.

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The SaaS Prescription: Healthcare Trends and M&A Insights

Software Equity Group

In 2022 and 2023, a time when M&A transactions in many industries declined due to economic conditions, healthcare M&A deals increased considerably. For these reasons and more, healthcare SaaS businesses have never been in a better position to negotiate a potential M&A transaction.