Jamie Leigh

Jamie Leigh

Cooley LLP

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Latest Publications


Blog: Cybersecurity Diligence in M&A Transactions: Lessons from Verizon/Yahoo!

Recently, in the midst of an M&A transaction involving Verizon and Yahoo!, news broke of a Yahoo! cybersecurity breach that had occurred approximately two years earlier. This event raised a lot of speculation around what...more

10/27/2016 - Acquisitions Cybersecurity Data Breach Due Diligence Hackers Mergers Verizon Yahoo!

Blog: Federal Court Gives Teeth to Operational Efforts Covenant in Sanofi/Genzyme Earn-Out Dispute

We keep a close eye on developing cases regarding earn-outs and contingent payment rights in light of the prevalent use of these arrangements in life sciences deals and their increasing use in non-life sciences deals. On...more

9/27/2016 - Acquisitions Earn-Outs FDA Life Sciences Mergers Pharmaceutical Industry

Blog: Prep to Sell – Getting Ready for an M&A Exit

OK, so you have made the decision to explore a sale of your company. What can you do to make the deal go smoothly and put your best foot forward? Clean the House. Ask your outside counsel and accounting teams to help...more

9/14/2016 - Buyers Due Diligence Exit Strategies GAAP

Blog: Dell Decision and Recent Amendments to Delaware’s Appraisal Statute

Section 262 of the DGCL provides a statutory remedy for stockholders who do not vote in favor of certain M&A transactions (generally cash mergers) to petition the corporation to buy their stock at a price equivalent to the...more

7/6/2016 - Appraisal Delaware General Corporation Law Mergers Section 262 Shareholders

Blog: DE Court Comments on Block-Holder Rights in OptimisCorp

The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more

6/7/2016 - Board of Directors CEOs Directors Fiduciary Duty Shareholders' Agreements

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

6/7/2016 - Acquisition Agreements Acquisitions Board of Directors Fiduciary Duty Hart-Scott-Rodino Act Merger Agreements Shareholder Approval Shareholders

Blog: Agreements to Agree can be Broken: Negotiating Letters of Intent

On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more

6/6/2016 - Corporate Counsel DE Supreme Court Expectation Damages Good Faith Letters of Intent License Agreements Merger Agreements Popular Term Sheets Young Lawyers

Understanding An M&A Term Sheet

Congratulations! You just received an offer to acquire your company. A serious buyer will present you with a term sheet that covers the basic terms of the transaction. Do not make the mistake of agreeing to a term sheet...more

7/17/2014 - Negotiations Term Sheets

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