It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose...more
It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that more operating companies are considering going public through a merger with a SPAC (commonly referred to as a backdoor IPO) since...more
Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting...more
Post-employment non-compete covenants are generally invalid in California, with certain limited but important exceptions like when a business or associated goodwill is sold and the buyer – as part of the deal – wants to...more
A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more