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

How2Exit

With a career spanning over a decade, Patrick has become an industry-agnostic specialist, facilitating financial diligence, quality of earnings, purchase price negotiation, and offering comprehensive partnership support to his clients. rn rn rn Emotional readiness and concessions are critical in M&A transactions.

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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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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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The Cooley Outlook for 2018 M&A

Cooley M&A

280G Gross-Ups in Public Company Sales. Despite the “say on pay” environment and the elimination of virtually all 280G gross-ups in executive employment arrangements, we continue to see target boards approving full or partial 280G gross-ups for executives in connection with public company sales.

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

Cooley M&A

As with any security, the offering or sale must either be registered with the SEC or issued pursuant to a registration exemption, most typically in a private placement that is premised on issuances being made to mostly sophisticated, or “accredited,” investors (in reliance on the safe-harbor provisions of Regulation D under the Securities Act).

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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.

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Key Themes From Cooley’s M&A Dealmakers Roundtable: Insights on the Life Sciences M&A Market

Cooley M&A

The panel kicked off with a discussion about what types of assets pharmaceutical buyers tend to gravitate toward – both from a general market perspective and from the more specific view of Horizon. Key areas of interest for buyers and investors. rheumatology, nephrology, ophthalmology and endocrinology) and diseases within those areas.

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