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From Mergers to Acquisitions: How to Successfully Execute a Corporate Restructuring Plan

Devensoft

Corporate restructuring can be a game-changer for any organization, whether it’s a merger, acquisition, or any other strategic move. From identifying the right targets to negotiating deals and integrating teams, there are several critical steps involved in executing a successful restructuring plan.

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E200: Buying or Selling a Small Business? Get the Insider Tips You Need to Secure Your Deal

How2Exit

Get the Insider Tips You Need to Secure Your Deal - Watch Here rn rn About the Guest(s): rn Patrick O'Connell is an experienced mergers and acquisitions (M&A) advisor with a profound depth of knowledge in buying and selling small businesses valued between one to $20 million. b' E200: Buying or Selling a Small Business?

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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

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. The Merger Agreement. Fresenius Kabi AG , C.A.

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The Cooley Outlook for 2018 M&A

Cooley M&A

One familiar technique used by sophisticated tech buyers is a holdback structure that subjects a portion of key employees’ merger consideration to revesting. Approval of gross-ups in connection with a transaction typically involves a prior negotiation with the buyer.

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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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Shareholders vs. Stakeholders - Understanding Corporate Responsibilities

Peak Frameworks

For example, while a pharmaceutical company focused solely on shareholder value might prioritize high-margin drugs for rare conditions, a stakeholder-oriented approach might consider affordability and broader societal health needs , as seen with Gilead's approach to its HIV medications.

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When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

Cooley M&A

The court agreed with Gilead, based primarily on a review of the parties’ drafting and negotiating history, which was corroborated by the parties’ contemporaneous statements made after the European Commission approved the deal. Throughout the trial, it was evident that the word had various meanings during the negotiations.