A Sharper Focus: Exploring VC Side Letters
JD Supra: Mergers
JANUARY 22, 2025
By: Troutman Pepper Locke
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JD Supra: Mergers
JANUARY 22, 2025
By: Troutman Pepper Locke
JD Supra: Mergers
APRIL 2, 2024
On February 29, 2024, Chancellor Kathaleen St. McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion.
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JD Supra: Mergers
OCTOBER 12, 2023
As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC
JD Supra: Mergers
JANUARY 8, 2024
But the CTA presents unique analytical and reporting challenges for startups and venture backed companies because of the special economic and governance rights negotiated with investors in early stage and venture funding rounds. By: Farrell Fritz, P.C.
JD Supra: Mergers
OCTOBER 14, 2024
After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be submitted as part of the parties’ premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements (HSR) Act.
The New York Times: Mergers, Acquisitions and Dive
MAY 1, 2023
The resolution of First Republic Bank came after a frantic night of deal making by government officials and executives at the country’s biggest bank.
Growth Business
AUGUST 15, 2024
By Chris Hadrill on Growth Business - Your gateway to entrepreneurial success Improving workers’ rights was at the heart of the Labour Party’s manifesto for the 2024 General Election, and on 17 July 2024 the King’s Speech laid out the new Labour Government’s plans to strengthen worker rights, as well as to improve the state of the UK economy.
Chesapeake Corporate Advisors
OCTOBER 28, 2024
Charlie, Tim, and the entire team’s ability to help us understand and navigate the transaction process and negotiate the best possible deal was critical in getting the right deal with the right partner,” Tim Miller, President & CEO of Freestate, stated. “The CCA team was instrumental in helping us achieve this milestone for Freestate.
Deal Lawyers
FEBRUARY 29, 2024
.; 2/24), Chancellor McCormick refused to dismiss a plaintiff’s claims that the Activision Blizzard board of directors “violated multiple provisions of the Delaware General Corporation Law (the “DGCL”) governing board negotiation and board and stockholder approval of merger agreements” when it authorized the company’s merger (..)
The Harvard Law School Forum
NOVEMBER 14, 2022
Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ); Will Corporations Deliver Value to All Stakeholders? This post is based on their forthcoming essay, “How Twitter Pushed its Stakeholders under the Bus.”
Shearman & Sterling
APRIL 1, 2024
On February 29, 2024, Chancellor Kathaleen St.
Shearman & Sterling
APRIL 1, 2024
On February 29, 2024, Chancellor Kathaleen St.
IBG
AUGUST 21, 2023
A powerful tool in negotiating a business’s purchase price, an earnout can bridge the gap between the amount that a buyer is willing to pay and the seller is willing to accept. Negotiations often result in a compromise, such as gross profit. The post Earnouts: Bridging the Gap in Price Negotiation appeared first on IBG Business.
Global Banking & Finance
NOVEMBER 24, 2024
(Reuters) -French IT firm Atos on Monday entered negotiations with the government for the potential acquisition of its advanced computing activities for an enterprise value of 500 million euros ($524 million). The target is to have a share purchase agreement signed by May 31, 2025, it said in a press release.
TechCrunch: M&A
JULY 26, 2023
Sources tell TechCrunch that CrowdStrike is in advanced negotiations to acquire Bionic.AI — a security posture management platform for cloud services — for between $200 million and $300 million. It sounds like another M&A deal is about to go down in the world of cybersecurity.
How2Exit
FEBRUARY 23, 2023
There are a number of organizations and programs that exist to support SMBs, including business associations, government agencies, and financial institutions. It is also important to be proactive and persistent in the negotiation process. Negotiating with empathy is an important part of successful negotiation.
MergersCorp M&A International
DECEMBER 2, 2024
KOTRA (Korea Trade Promotion Corporation initially, Korea Trade-Investment Promotion Agency since 1995) is a state-funded trade and investment promotion organization operated and controlled by the Government of South Korea.
Global Banking & Finance
DECEMBER 3, 2024
oil major Exxon Mobil and partners are continuing to negotiate with Guyana’s government on the terms for developing a shallow-water oil block, an Exxon spokesperson said on Monday. HOUSTON (Reuters) – U.S. The […]
Global Banking & Finance
DECEMBER 5, 2024
By Bertrand Boucey and Sudip Kar-Gupta PARIS (Reuters) -French Prime Minister Michel Barnier will resign on Thursday after far-right and leftist lawmakers voted to topple his government, plunging the euro zone’s second-largest economy deeper into political crisis.
How2Exit
MARCH 1, 2023
Joel believes that a lot of the stuff that people uncover during the negotiation process should have been known before the negotiations process. It requires a great deal of research, negotiation, and paperwork. Attorneys should also be familiar with the laws and regulations that govern the transaction.
The Harvard Law School Forum
MARCH 23, 2023
Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Bidder and Target Shareholders? We do this by comparing the degree of tailoring in “leaked” deals—those where information about the deal negotiations became public prior to signing—to the degree of tailoring in all other deals.
The M&A Lawyer
AUGUST 25, 2015
The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. Occasionally, a buyer may be able to negotiate for a requirement that it will have satisfactorily completed its due diligence examination of the target, too.
The Harvard Law School Forum
JULY 3, 2023
Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders (discussed on the Forum here ) by Lucian Bebchuk and Assaf Hamdani. Jacobsen, and Taylor Jaszewski and is part of the Delaware law series ; links to other posts in the series are available here.
Lake Country Advisors
JULY 25, 2024
Seek insight into its governance structure, operational rules, and historical decision-making processes. Final Steps and Decision Making The final steps in the due diligence process involve summarizing findings, negotiating terms, and preparing for the transition post-acquisition. Negotiate the terms and conditions.
Growth Business
MAY 13, 2024
It takes a long time to develop trust from both sides and to negotiate a mutually profitable deal. The art of navigation: negotiation Once you have private equity interest, the art of negotiation determines the smoothness of your journey towards exit. The following post-offer due diligence process will be meticulous.
Growth Business
JULY 17, 2024
Valuation and Negotiation: The valuation of the business and terms of equity investment are critical in negotiations to ensure fair terms for both parties. Government grants for UK businesses are always being updated. Long-term Capital: Compared to some other sources, equity finance can often provide longer term support.
Sun Acquisitions
JANUARY 8, 2024
However, navigating the complexities of M&A requires strategic insight, careful negotiation, and a deep understanding of the business landscape. This insight guides decision-making and forms the foundation for negotiations.
Global Banking & Finance
OCTOBER 8, 2024
CAPE TOWN (Reuters) – Norway’s Equinor remains committed to a $42 billion liquefied natural gas (LNG) project in Tanzania that has stalled after proposed government changes to a financial agreement reached last year, a senior company executive said on Tuesday.
The Harvard Law School Forum
AUGUST 5, 2023
The short answer: no. The longer answer: The court concluded that such a vote, often called “ Corwin cleansing,” does not apply to post-closing claims for injunctive relief.
OfficeHours
AUGUST 25, 2023
Following the GFC, the government enacted new regulations that limited banks’ abilities to underwrite highly leveraged financing. Think about it this way: It is easier to negotiate bespoke partners via bilateral negotiation with a single partner than with tens of investors via a syndicate of investment banking middlemen.
MergersCorp M&A International
DECEMBER 31, 2024
Governments around the world are becoming increasingly vigilant about potential monopolistic behavior and anti-competitive practices. This heightened scrutiny could lead to longer negotiation periods and increased costs, as firms navigate the complexities of obtaining regulatory approvals.
Midaxo
APRIL 25, 2023
How to outline the process for negotiating deal terms and determining valuation? It provides a strategic roadmap for identifying, evaluating, negotiating, and integrating potential M&A transactions. Evaluate the target’s corporate governance structure and practices. How to develop an acquisition strategy?
Sun Acquisitions
FEBRUARY 28, 2024
Negotiation Skills Negotiation is an art in itself. Be prepared to negotiate favorable terms to your side while ensuring a mutually beneficial outcome. Good negotiation skills can save you money and reduce post-acquisition conflicts. Hire experts if necessary and leave no stone unturned in your investigation.
How2Exit
MAY 8, 2023
Once the evaluation is complete, the buyer and seller must then negotiate the terms of the transaction. This negotiation process can be complex and may involve the use of lawyers, accountants, and other professionals. Once the due diligence is complete, the buyer and seller must then negotiate the purchase price.
The Deal
JANUARY 24, 2024
The idea here is that the activist comes in with a thesis and has good ideas, and they also talk to consultants and can, as part of their negotiations with the company, suggest, ‘If you don’t believe us, and want to learn more about our ideas, let’s just ask a consultant,’” Bieber said.
How2Exit
MAY 15, 2023
His advisory practice helps them through catalytic, transformational, and strategic events, such as mergers and acquisitions, governance issues, capital raising, and disputes. Concept 10: Negotiate Beyond Money When looking at deals, it is important to understand the customer base and the potential for growth.
Periculum Capital
NOVEMBER 15, 2022
Periculum ran a global search as part of the customized sell-side process and successfully led Mi-Tech through a complicated, multi-pronged federal government approval process. From the time of signing the equity purchase agreement, the federal government review process took nearly 11 months. GTP”), the U.S.
The M&A Lawyer
OCTOBER 19, 2016
Each document in our M&A forms database is available for purchase in Microsoft Word format and reflects what is, in my opinion, a reasonable starting point for drafting and negotiation. That is not to say that each document is ideally suited to every circumstance or to your specific transaction. Reflects agent-friendly provisions.
How2Exit
MAY 16, 2023
This strategy involves identifying potential acquirers, negotiating the deal, and closing the transaction. The SBA is a government agency that provides loans to small businesses to help them purchase or expand. Marty has helped businesses grow through acquisitions by helping them execute a growth through acquisition strategy.
Sun Acquisitions
FEBRUARY 7, 2023
Here are just some of them: Security & Stability Selling a manufacturing business provides long-term security and stability for both parties involved — as long as all details are correctly negotiated beforehand.
Sidley Shareholder Litigation
MAY 23, 2023
The court’s decision, at least for now, will have immediate significance for company boards and their advisors when negotiating transactions or stockholder agreements that include measures that may be characterized as defensive or entrenching existing management or directors. Mesa Petroleum Co.
Sun Acquisitions
AUGUST 16, 2024
From negotiating deal terms to conducting due diligence and securing regulatory approvals, the legal aspects of M&A play a crucial role in the success or failure of the transaction. Regulatory Compliance: M&A transactions often require regulatory approvals from government agencies, industry regulators, or antitrust authorities.
The M&A Lawyer
SEPTEMBER 23, 2015
Interestingly, while M&A lawyers often get fairly animated in negotiating whether to include the word “prospects” in the MAE definition, they do not similarly struggle with inclusion of the “could reasonably be expected to have” language, which should be viewed by a court as having the same effect.
Focus Investment Banking
SEPTEMBER 17, 2024
Having a clear and comprehensive LOI can help prevent misunderstandings, streamline the negotiation process and lay a strong foundation for a successful transaction. A well-crafted LOI is an essential step in the M&A process that helps establish a clear framework for negotiations and due diligence.
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