Jamie Leigh

Jamie Leigh

Cooley LLP

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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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