June, 2021

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Periculum Announces Completed Sale of Central States Enterprises, LLC's Two Grain Terminal Elevators to ADM

Periculum Capital

Periculum Capital Company, LLC (“Periculum”) is pleased to announce it has completed the sale of Central States Enterprises, LLC’s (“CSE” “Company”) two grain terminal elevators to ADM (NYSE: ADM). The elevators are located in northeastern Indiana and consist of a combined licensed grain storage of 30 million bushels. Periculum has been CSE’s exclusive Financial Advisor for several years, completing multiple debt placements, a minority equity sale, and other periodic assignments.

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Delaware Court Of Chancery Dismisses Breach Of Fiduciary Duty Claims Against Certain Officer-Directors Of Acquirer But Upholds A Claim Against A Special Committee Member

Shearman & Sterling

On June 21, 2021, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims brought by stockholders of Oracle Corporation (the "Company") against two of its officer-directors in connection with its acquisition of NetSuite, Inc., but upheld a claim against the chairperson of the special committee that had been established to evaluate the transaction.

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Media Mention: An M&A Talent Bubble Is Forming. What Happens When It Pops?

Cooley M&A

“The sustained surge of M&A activity, SPACs, de-SPACing and IPOs has major dealmakers scrambling to find enough associates to staff their deals, risking burnout for the associates they do have on staff.” Cooley partner and M&A co-chair Jamie Leigh was quoted in this American Lawyer article on M&A trends. Read the full article here (subscription required).

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How an open source software audit works

Synopsys: M&A

Open source software audits can identify undetected issues in your codebase. Learn how our audit services can help you understand the risks during an M&A. The post How an open source software audit works appeared first on Software Integrity Blog.

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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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Media Mention: Domestic M&A Retreats in First Quarter After Dealmaking Wave at the End of 2020

Cooley M&A

“During the first quarter, domestic M&A – where UK companies acquire other UK companies – was worth £3.8bn, a decrease of £5.3bn from the previous quarter last year, according to figures published by the Office for National Statistics.” Michal Berkner was quoted in this City A.M. article on M&A trends. Read the full article here.

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More Trending

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Delaware Court Of Chancery Allows Claim That Purchaser Altered Target's Business Plan To Avoid Paying Earnout Consideration To Proceed

Shearman & Sterling

On June 7, 2021, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery denied a motion to dismiss a breach of contract claim against defendant Albertsons Companies, Inc. brought by a representative of former shareholders of DineInFresh, Inc. (the "Company") in the wake of its acquisition by defendant. Shareholder Representative Services LLC v.

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Delaware Court Of Chancery Finds Company's Founders Constitute Control Group And That Entire Fairness Applies To Transaction In Which They Obtained Benefits Not Available To Minority Stockholders

Shearman & Sterling

On June 1, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss a stockholder derivative action against the founders of Tilray, Inc. (the "Company") for breach of fiduciary duties in connection with a merger with Privateer Holdings, Inc., a parent entity through which the Company's founders had maintained their holdings.

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Past Event: Venture Capital & Private Equity Conference Series Session 4

Cooley M&A

Partners John McKenna and Luke Cadigan joined PwC to discuss SPACs, tax, audit, legal, and other relevant topics for finance and legal professionals at venture capital and private equity funds. This event took place on Tuesday, June 22, 2021 at 11:00 AM PDT. Click here to register and view the recorded event. John McKenna. Luke Cadigan.

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In A Matter Of First Impression, Delaware Court Of Chancery Allows "Reverse Veil-Piercing" Theory To Proceed In Appraisal Judgment Enforcement Action

Shearman & Sterling

On May 25, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery partially denied a motion to dismiss claims brought by dissenting stockholder plaintiffs in a post-merger action to enforce an appraisal judgment. Manichaean Capital, LLC v. Exela Technologies Inc., C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021). The Court found that plaintiffs had adequately pleaded facts to allow a reasonable inference that the acquirer diverted funds from the acquiree's subsidiaries

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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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Delaware Court Of Chancery Dismisses Breach Of Fiduciary Duty Claims Against Certain Officer-Directors Of Acquirer But Upholds A Claim Against A Special Committee Member

Shearman & Sterling

On June 21, 2021, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims brought by stockholders of Oracle Corporation (the "Company") against two of its officer-directors in connection with its acquisition of NetSuite, Inc., but upheld a claim against the chairperson of the special committee that had been established to evaluate the transaction.

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Past Event: M&A Dealmakers Roundtable: Tech M&A Outlook for a Post-COVID World

Cooley M&A

How has dealmaking changed in the last 18 months? Have we developed new playbooks or best practices? Will the market continue to accelerate through 2021 and beyond? What does all of this mean for the wider tech sector? Seasoned M&A dealmakers met on June 30, 2021 for a discussion on current trends and what’s next in tech M&A dealmaking. Topics include.

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Delaware Court Of Chancery Allows Claim That Purchaser Altered Target's Business Plan To Avoid Paying Earnout Consideration To Proceed

Shearman & Sterling

On June 7, 2021, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery denied a motion to dismiss a breach of contract claim against defendant Albertsons Companies, Inc. brought by a representative of former shareholders of DineInFresh, Inc. (the "Company") in the wake of its acquisition by defendant. Shareholder Representative Services LLC v.

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Delaware Court Of Chancery Finds Company's Founders Constitute Control Group And That Entire Fairness Applies To Transaction In Which They Obtained Benefits Not Available To Minority Stockholders

Shearman & Sterling

On June 1, 2021, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery denied defendants' motion to dismiss a stockholder derivative action against the founders of Tilray, Inc. (the "Company") for breach of fiduciary duties in connection with a merger with Privateer Holdings, Inc., a parent entity through which the Company's founders had maintained their holdings.

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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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In A Matter Of First Impression, Delaware Court Of Chancery Allows "Reverse Veil-Piercing" Theory To Proceed In Appraisal Judgment Enforcement Action

Shearman & Sterling

On May 25, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery partially denied a motion to dismiss claims brought by dissenting stockholder plaintiffs in a post-merger action to enforce an appraisal judgment. Manichaean Capital, LLC v. Exela Technologies Inc., C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021). The Court found that plaintiffs had adequately pleaded facts to allow a reasonable inference that the acquirer diverted funds from the acquiree's subsidiaries

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