Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and...more
Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite...more
The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class...more
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations...more
The corporate sector’s approach to environmental, social and governance (ESG) issues – or “ESG” (the shorthand by which they are commonly referred) – has risen in prominence in recent years as investors have become...more
A recent Court of Chancery decision adds yet another wrinkle to the appraisal landscape and the potential for appraisal arbitrage. In BCIM Strategic Value Master Fund LP v. HFF, Inc. (Del. Ch. Feb. 2, 2022), the court found...more
General trends in tech M&A Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for...more
General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was...more
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more
A Tale of Two Years -
While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the...more
General Trends in Life Sciences M&A -
If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences...more
In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result...more
Although its final episode aired more than a decade ago, there is still debate about the ending of HBO’s critically-acclaimed series, the Sopranos. In fact, as one critic notes, “the only objectively true statement that can...more
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” While the comparisons between piracy and M&A will take us only so far,...more
In “La La Land,” Damien Chazelle’s Oscar winning film, the audience thinks it has a formulaic Hollywood love story on its hands: boy and girl meet; boy and girl fall in love; boy and girl break up; and boy and girl get back...more
Last week we cautioned that market volatility resulting from the COVID-19 pandemic could lead to increasing levels of shareholder activism and unsolicited takeover offers....more
In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2019 remained a robust,...more
2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019,...more
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used...more
There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when...more