Leveraged Buyout

News & Analysis as of

Is Your Baby Your Buyer’s Collateral?

Even before dealing with the intricacies of nondisclosure agreements, employment offer letters, stock restriction agreements, and incentive plans, it is not unusual for founders to have already dreamt of an IPO or sale event....more

Acquisitive Reorganization Under Section 367(b)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

Global Private Equity Outlook

In this report: - Introduction - Overview - Deal Process - Portfolio Strategies - Cross-Border Dealmaking - Exits - Fundraising - Conclusion - Private Equity...more

The Leveraged Finance Revolution Continues

Through 2009-12, sponsors would have to work hard to pull together clubs of banks to finance midmarket acquisitions, refinancing opportunities were scarce and the bond market (whilst open) was the preserve of larger deals....more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Club Deal [Video]

Latham & Watkins partner Jennifer Perkins explains the M&A term Club Deal, which refers to a leveraged buyout transaction where multiple sponsors join together in order to buy a target. For additional definitions of the legal...more

Attacking LBO Payouts as State Law Fraudulent Transfers

The United States Bankruptcy Court for the Southern District of New York (the “Court”) in Weisfelner v. Fund 1 (In Re Lyondell Chemical Co.), 2014 WL 118036 (Bankr. S.D.N.Y. Jan. 14, 2014) recently held that the safe harbor...more

Lyondell: Is the Safe Harbor Closed to Former Shareholders of LBOs?

In a recent decision by the United States Bankruptcy Court for the Southern District of New York, Weisfelner, v. Fund 1, et al. (In re Lyondell Chem. Co.), 2014 Bankr. LEXIS 159 (Bankr. S.D.N.Y. January 14, 2014), the Court...more

Bankruptcy Court defines limits of shareholder safe harbor in failed leveraged buyouts

An opinion issued in connection with the bankruptcy cases of Lyondell Chemical Company and its affiliates may have significant implications for shareholders who receive payments in connection with a leveraged buyout when the...more

The 2013 Amendments to the Delaware General Corporation Law [Video]

Pepper partner Matthew Greenberg was interviewed by Jane Searle of The Deal about recent changes to Delaware law that will affect acquisitions of public companies, including the increased use of tender offers and trends...more

SEPTA v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2013) (Noble, V.C.)

In this opinion, the Court of Chancery granted defendants' motion for summary judgment as to all counts of a stockholder class action complaint, which alleged breaches of fiduciary duty by corporate directors and a...more

Delaware Court Provides Critical Guidance as to the Commercial Reasonableness of a UCC Article 9 Foreclosure Sale

Secured lenders often resort to non-judicial foreclosure sales of personal property upon a borrower’s default. Article 9, Part 6 of the Uniform Commercial Code requires that every aspect of such a sale must be commercially...more

SDNY Finds Direct Payments to Shareholders in a LBO Are Safe Harbored Under Section 546(e) of the Bankruptcy Code

On November 7, 2012, Judge Lewis A. Kaplan for the United States District Court of the Southern District of New York held that payments made in connection with a leveraged buyout to holders of privately held securities were...more

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