September, 2021

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Delaware Supreme Court Holds That Stockholders' Statutory Appraisal Rights Can Be Waived In A Negotiated Contract

Shearman & Sterling

On September 13, 2021, the Delaware Supreme Court affirmed the Delaware Court of Chancery's decision holding that a corporation may enforce an advance waiver of appraisal rights against its own stockholders. Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021). The Delaware Supreme Court held that Delaware law does not prohibit sophisticated and informed stockholders—who were represented by counsel and had bargaining power—from waiving

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Spot Cyber & IT Challenges

M&A Leadership Council

Spot Cyber & IT Challenges Through Improved Due Diligence . By Mark Herndon, Chairman, M&A Leadership Council . Cybersecurity and IT due diligence has become one of the most challenging, and also one of the most critical areas of due diligence in any environment. The risks of brand damage, customer churn, and substantial costs have brought this topic to the forefront in many recent M&A Leadership Council workshops.

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Past Event: Webinar: The Impact of Foreign Investment Screening Regimes on M&A Transactions

Cooley M&A

Recent years have seen a proliferation of foreign investment screening and control regimes worldwide, and with them, heightened government scrutiny of foreign investment transactions. The implementation of such “foreign direct investment” (FDI) regimes has accelerated as national governments broaden their conceptions of national security issues and seek to protect an expansive range of industries and technologies.

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How Truelytics and Consultants Work Together

Truelytics: M&A

Nearly 25 years ago, Owen Dahl , board member and Head of Professional Services at Truelytics realized that a great wave of transition was coming for the wealth management industry and the industry wasn't prepared to handle it. At the time financial advisors, RIAs, and broker-dealers relied exclusively on expensive consultants to measure a business's performance and valuation.

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15 Modern Use Cases for Enterprise Business Intelligence

Large enterprises face unique challenges in optimizing their Business Intelligence (BI) output due to the sheer scale and complexity of their operations. Unlike smaller organizations, where basic BI features and simple dashboards might suffice, enterprises must manage vast amounts of data from diverse sources. What are the top modern BI use cases for enterprise businesses to help you get a leg up on the competition?

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Will US investment in human infrastructure drive economic growth?

Barkclays

The US Congress is negotiating a multi-trillion dollar spending bill to invest huge sums in human infrastructure. But will doing so deliver economic returns? The US Congress is negotiating a multi-trillion dollar spending bill to invest huge sums in human infrastructure. But will doing so deliver economic returns?

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Delaware Court Of Chancery Upholds Alleged Safety-Related Caremark Claims Against Airplane Manufacturer's Board

Shearman & Sterling

On September 7, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery largely denied a motion to dismiss a stockholder derivate suit against the directors of The Boeing Company (the "Company") in the wake of two fatal crashes of an airplane it manufactured. In re The Boeing Co. Derivative Litigation, No. 2019-0907-MTZ (Del. Ch.

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Kevin Roberts

M&A Leadership Council

Kevin Roberts Senior Advisor, M&A Partners Kevin Roberts has over 25 years of experience growing middle-market sized businesses both as a principal investor and as a strategic advisor. Presently, Kevin is Managing Director of Fidelitas Capital Partners, a private equity sponsor focused on buyouts and growth-oriented equity recapitalizations of established lower middle-market sized companies.

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Cooley Bolsters Elite M&A Practice With Key Midwest Hire

Cooley M&A

Neal Aizenstein has joined Cooley’s mergers and acquisitions practice group in the firm’s newly launched Chicago office. Most recently serving as chair of DLA Piper’s Chicago corporate group, Aizenstein is known for his strong leadership and decades advising companies and boards of directors on high-profile transactions with public and private companies.

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The Lawyer Shortlists Cooley for Transatlantic Corporate Team of the Year

Cooley M&A

The Lawyer has shortlisted Cooley for Transatlantic Corporate Team of the Year as part of its annual awards, which will take place virtually on November 2. Judges selected finalists for the Transatlantic Corporate Team of the Year award based on standout corporate transactions in one of the following fields: IPOs, public M&A, private equity or corporate reorganizations.

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Top 3 Banking Secrets to Stay Relevant with Gen Z Consumers

Speaker: Brian Muse-McKenney, Chief Revenue Officer & Matt Simester, Cards and Payments Expert

In today’s world of social media, dating apps, and remote work, businesses risk becoming irrelevant (or getting "ghosted") if they fail to meet the evolving needs of Gen Z consumers. Credit cards with flexible payment options, especially for young adults with little-to-no credit history, are a particularly important and valuable solution for this generation.

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Proposed Federal Tax Legislation Would Reduce QSBS Benefit and Raise Capital Gain Rates

Cooley M&A

Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and increasing the tax rate on long-term capital gains, in each case for noncorporate upper-income taxpayers. Section 1202 of the Internal Revenue Code of 1986 (the Code) provides an exclusion from income for noncorporate taxpayers on gain from sales of QSBS held for more than fi

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Delaware Supreme Court Holds That Stockholders' Statutory Appraisal Rights Can Be Waived In A Negotiated Contract

Shearman & Sterling

On September 13, 2021, the Delaware Supreme Court affirmed the Delaware Court of Chancery's decision holding that a corporation may enforce an advance waiver of appraisal rights against its own stockholders. Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021). The Delaware Supreme Court held that Delaware law does not prohibit sophisticated and informed stockholders—who were represented by counsel and had bargaining power—from waiving

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Delaware Court Of Chancery Upholds Alleged Safety-Related Caremark Claims Against Airplane Manufacturer's Board

Shearman & Sterling

On September 7, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery largely denied a motion to dismiss a stockholder derivate suit against the directors of The Boeing Company (the "Company") in the wake of two fatal crashes of an airplane it manufactured. In re The Boeing Co. Derivative Litigation, No. 2019-0907-MTZ (Del. Ch.

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Cooley Shortlisted for M&A Team of the Year at Legal Week’s British Legal Awards

Cooley M&A

Legal Week has nominated Cooley for its M&A Team of the Year in the large deal category as part of the 2021 British Legal Awards , which honor the best of the best within the UK’s legal community. Legal Week selects nominees for this award based on execution of M&A deals that set new standards in the delivery of legal services, thereby demonstrating the firm’s market-leading position.

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Predictions You Can Rely On: How Data Drives Successful Financial Forecasting

Speaker: Robbie Bhathal, Founder & CEO, and Matthew Acalin, Head of Credit Intelligence

In today's volatile financial environment, how confident are you in your company’s financial forecasting? To get the most accurate cash predictions that will lead to long-term financial survival, real-time data is critical. Innovative cash management strategies can lead to better credit opportunities, more sustainable growth, and long-term financial prosperity.

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Cooley Named Corporate Firm of The Year at LMG Life Sciences Awards

Cooley M&A

Cooley has been named Corporate Firm of the Year at the ninth annual LMG Life Sciences Americas Awards. “It’s been a truly remarkable year as we continue to help our clients with a broad range of ‘bet-the-company’ transactions,” said Kay Chandler, chair of Cooley’s global life sciences industry practice. “We’re honored to receive this external validation for our market-leading practice,” added Christian Plaza, practice vice chair.