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As previously reported in this Cooley PubCo post, on May 21, the SEC adopted final amendments to the financial disclosure requirements for the acquisition and disposition of businesses. One change relating to the use of abbreviated financial statements stands out as a welcome reform for public or pre-public biopharma and […]
Recorded Roundtable: Assessing Strategic Dealmaking in a Volatile Covid-19 Market
In partnership with The Deal, we hosted a recent discussion with Uber Head of Corporate Development Jennifer Jarret, Goldman Sachs Head of Technology, Media and Telecom M&A Sam Britton, and Cooley M&A Co-Chair Jamie Leigh on navigating unchartered waters when it comes to assessing the current market for dealmaking. Amid […]
Key Themes From Cooley’s M&A Dealmakers Roundtable: Insights on the Life Sciences M&A Market
On May 27th, Andy Pasternak, Executive Vice President, Chief Strategy Officer at Horizon Therapeutics and Eric Tokat, a partner in the healthcare practice at Centerview Partners joined Cooley M&A co-chair, Barbara Borden for a discussion of the life sciences M&A market, with a focus on business development. As part of […]
SEC Adopts Final Amendments for M&A Financial Statement Disclosure
Yesterday, once again without an open meeting, the SEC voted (with a dissent from Commissioner Allison Lee) to adopt amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses. According to the press release, the amendments are intended to improve disclosure of financial information, facilitate more […]
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In “La La Land,” Damien Chazelle’s Oscar winning film, the audience thinks it has a formulaic Hollywood love story on its hands: boy and girl meet; boy and girl fall in love; boy and girl break up; and boy and girl get back together. But in a twist on the […]
Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios
In late February as the COVID-19 pandemic was accelerating, the Delaware Chancery Court issued an important decision that is likely to impact transactions during the expected recession. In Salladay v. Lev, C.A. No. 2023-0048-SG (Del. Ch. Feb. 27, 2023) (“Salladay”), the court held that a conflicted transaction – not involving […]
Long-Term Focus: Preparing for Activism + Takeovers Amid COVID-19 Risks
Last week we cautioned that market volatility resulting from the COVID-19 pandemic could lead to increasing levels of shareholder activism and unsolicited takeover offers. Although the pandemic has raised countless new risks, companies remain vulnerable to activism attacks that focus on short-term objectives and opportunistic takeover bids stemming from the […]
Webcast Recording: Berkeley Boosts Shorts presents Financial Crises + M&A Markets
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Navigating Today: Public Company Hot Spots and M&A Negotiations with the Impact of COVID-19
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Cooley’s 2023 Tech M&A Year in Review
In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2023 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2023 remained a robust, dynamic and competitive market with tech deals outpacing other sectors in both volume and critical […]
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Representation & Warranty (R&W) Insurance – Current Market Trends
Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541 million of coverage to 1500+ R&W insurance transactions, providing aggregate coverage of $38.6 […]
Taking a Play out of the Financial Acquirer’s Playbook
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used only in high school and college football games. [1] Coaches survey plays […]
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Inadequate Cybersecurity and Data Privacy Due Diligence Alleged in Starwood Deal as UK ICO Fines Marriott $125M for GDPR Violations
On July 9, 2023, the UK Information Commissioner’s Office (ICO) publicly announced its intent to impose a £99M (approximately $123M) GDPR fine on Marriott as a result of its acquisition of Starwood and the subsequent discovery and notification of a data breach at Starwood. While some may view this as […]
Dual-Track Processes: How to Turbocharge Your Exit
Exiting an investment is an inherently uncertain process. Even for a thriving business with a viable equity story, committed stakeholders and the right advisers, the final deal terms and valuation are typically guided by factors beyond a company’s control. These include prevailing market sentiment, current appetite for acquisitions in a […]
Antitrust Trends in 2023: Enforcement Watch List for the Year to Come
As 2023 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade Commission and enforcers around the world – that are likely to impact businesses this […]
Top 10 Cross-Border M&A Trends across the Pond
In spite of a general environment of political and economic uncertainty and a daily sprinkling of stock market volatility, trade wars, sanctions, the U.S. government shutdown disrupting the market for IPOs, Brexit uncertainty, natural disasters and various other crises, cross-border M&A activity momentum continues. New records were attained in the […]
MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction
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. Therefore, the board should have a […]
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The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. To the untrained eye, acquisition and sale agreements governed under either system may appear very similar, and differences are classified as “form over substance.” There are, however, a handful […]
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On October 10, 2018, the US Department of the Treasury issued a set of interim regulations for a pilot program implementing certain provisions of the Foreign Investment Risk Review Modernization Act of 2018, which President Trump signed into law August 13, 2018. Read full article
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High-tech antitrust enforcement is at the top of the Trump administration antitrust enforcement agenda, including challenges to mergers affecting technology platforms and the pharma and life sciences industries. Statements by senior leadership at both the US Department of Justice and US Federal Trade Commission promise vigorous enforcement in tech and pharma industries, and recent […]
CFIUS Reform Puts Spotlight on Tech Companies, Foreign Government-Controlled Investors
On August 13, 2018, President Trump signed the John S. McCain National Defense Authorization Act for fiscal year 2023. The NDAA includes the Foreign Investment Risk Review Modernization Act, which expands the power of the Committee on Foreign Investment in the United States to review certain investments in US businesses […]
How much disclosure of deal dirty laundry is necessary in order to fully inform a Corwin/Volcano cleansing vote?
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UK Government Proposes New Regime for Acquisitions That Have National Security Implications
On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent (together, the “Proposals”). The […]
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Cooley M&A partner Michal Berkner comments in Acquisition Daily on the active year in M&A dealflow. “Conditions continue to be ripe for high levels of cross border M&A activity in the months ahead – cash rich corporates, Private Equity and funds with unprecedented levels of dry power and ticking investment […]
UK Government Introduces Lower National Security Merger Review Thresholds
Under new measures coming into force on 11 June, the UK government will have greater powers to intervene in mergers that potentially raise national security concerns due to the target’s involvement in military and dual-use technologies and certain categories of advanced computer technology. Such transactions will be reviewable by the […]
Ninth Circuit Rules Tender Offer Disclosure Challenges Do Not Require Proof of Intent to Deceive
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The employment law landscape across the EU Member States is often markedly different from that in the US. Here, we take a look at five important employment issues to be aware of when a transaction includes employees in the EU. 1. Employee Representative Organizations. At the outset of any transaction […]
M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction
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What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. It is often difficult for large companies to foster innovation organically for […]
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Trump’s agency appointments are setting the antitrust agenda in 2018. We offer insights on what to expect in the new year, including an increased scrutiny on vertical mergers; a heightened focus on structural remedies in enforcement actions; a continued spotlight on the pharmaceutical industry – particularly with respect to proposed […]
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The January 12, 2018, edition of TechCrunch’s weekly venture capital-focused podcast, Equity, looks back at the past year’s M&A transactions and evaluates what’s in store for 2018. Cooley partner and co-chair of the firm’s M&A practice, Jamie Leigh, discusses 2017’s market uncertainty while predicting a more competitive and bold M&A […]
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On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc. The trial court’s 2016 ruling, which found that a $25 billion management-led buyout undervalued the computer giant by about $7 billion, sent shock waves across the M&A landscape […]
Trump Antitrust Appointees Finally Set: What to Expect
Leadership at the top of the Department of Justice Antitrust Division and Federal Trade Commission appears to be set – nine months into the Trump Administration – with the confirmation of Makan Delrahim as Assistant Attorney General at DOJ and the announcement of the intention to nominate Joseph Simons to […]
The Art of Drafting Milestones for an Earn-Out
Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting milestones and suggests that the more technically prescribed milestones may be more difficult to meet, even […]
M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction
Article 1 of 4 The Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”) has received much attention over the past several months for its role in blocking two separate Chinese acquisitions of US semiconductor companies. In September 2017, President Trump issued an Executive Order prohibiting Canyon Bridge Capital […]
M&A Lessons Learned from the Blocked Chinese Acquisition of Lattice Semiconductor
Last week, President Trump issued an Executive Order prohibiting the acquisition of Lattice Semiconductor Corporation (Lattice), a US computer chip manufacturer, by a Chinese investor. The president’s order blocking the transaction was based on a recommendation by the Committee on Foreign Investment in the United States (CFIUS), an interagency committee […]
Non-Competes for California Employees in M&A Deals: Don’t Fudge It
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DealLawyers.com Webinar: Cybersecurity Due Diligence in M&A
Over the past several years, cybersecurity issues have become prominent areas of emphasis for M&A due diligence. Post-signing revelations about cybersecurity breaches have had a disruptive effect on several high-profile transactions, and are likely to make buyers and sellers even more attentive to cybersecurity issues during the due diligence process. […]
Upcoming Event: Second Annual Symposium on Corporate Law at UC Berkeley
This two-day, multi-panel event will explore the development of corporate law, the evolving relationships between corporate stakeholders, M&A and what corporate lawmaking may look like in the future. Jamie Leigh will speak on a panel on “Trends and Developments in M&A Law” on October 27. October 26 – 27, 2017 […]
Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties
A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged. However, there is not always a conflict when the controller stands on just one side of […]
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The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date. For a variety of reasons (including the inability to predict […]
Regulatory Hurdles Facing Mergers With Chinese State-Owned Enterprises
Acquisitions by Chinese state-owned enterprises (SOEs) of companies in the United States (US) and European Union (EU) have grown in recent years. Trade and cross-border investment has increased and Chinese SOEs have extended their reach beyond their domestic market. Those acquisitions, together with joint ventures between Western companies and Chinese […]
Monetizing an Earn-Out – Does That Make It a “Security?”
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ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert. In short, the latest policies (which have evolved over the last few years) provide that […]
When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes
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$2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting
Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to operate the business post closing that it had at signing. However, if not […]
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So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Negotiating Anti-Reliance Language Buyers continued to assert fraud claims in private […]
