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Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

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). In short, the latest policies...more

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

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

Blog: $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...more

SEC Announces Enforcement Action for Failure to Disclose Banker Fee Arrangements

On February 14, 2016, the SEC settled an enforcement action against CVR Energy for providing misleading disclosure about the fees payable to CVR’s two financial advisors in connection with CVR’s defense of a hostile tender...more

Blog: Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid

At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? In a recent settlement of cease and...more

Blog: Data Points from Recent Appraisal Decisions

As concerns over the potential exercise of appraisal rights are increasingly being factored into deal price, data points from recent Delaware appraisal decisions may help inform a party of its appraisal risks and, if an...more

Blog: Corp. Fin. Posts New Guidance on Banker Fee Disclosure of Alternative Fees for Tender Offers

On November 18, 2016, the Staff of the Division of Corporation Finance issued two new C&DIs that address banker fee disclosures for tender offers on Schedule 14D-9. The new C&DIs clarify that disclosure is required of “all”...more

Blog: Treatment of M&A Non-solicits and Employee Comp Diligence Under New Antitrust Guidelines

Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees...more

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

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

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

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

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

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

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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