Investment Management Update – Exit Strategies
The National Venture Capital Association (NVCA) is the self-designated flagship trade association of the venture capital (VC) industry. Its primary mission includes promoting consistency and efficiency in VC financing...more
Would you be surprised to learn that most shareholders of closely held corporations, and especially those with minority or merely passive interests, believe they cannot be held responsible for the tax obligations of their...more
ArchKey Intermediate Holdings Inc. v. Mona, C.A. No. 2021-0383-JTL (Del. Ch. Oct. 3, 2023) - Parties to a stock purchase agreement disputed post-closing price adjustments. The agreement called for an independent accountant...more
In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
The Delaware Supreme Court recently decided that an agreement (sometimes referred to as a “drag along”) to waive prospectively statutory appraisal rights is fully enforceable against the common stockholders who made such...more
Not Selling Your Business This Year? Beginning shortly before the House Ways and Means Committee released its version of the President’s Build Back Better plan, several posts on this blog have explored the uptick in M&A...more
The application of §1248 and §338(g) in the context of the purchase or sale of a controlled foreign corporation (CFC) has long been one of the most complex areas of the tax code. The recently enacted tax reform act — herein,...more
Parties to an acquisition often attempt to set limits on what may be recovered in any post-closing dispute between them. This helps the buyer get a lower price in return for the safety the sellers buy with a price concession....more
In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more
What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more
When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more
Steven Stokdyk is the global Co-chair of Latham & Watkins’ Public Company Representation Practice. He has extensive corporate, finance and acquisition experience representing companies, principal investors and investment...more