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Acquisitions Privately Held Corporations

ArentFox Schiff

What Private Companies Need To Consider in 2024: Top 10 Legal Issues

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Private companies and their owners face ever-evolving challenges as the market sees new regulations, new deal trends, and new risks in 2024. Below are 10 issues that the owners and leaders of privately held companies should...more

Goodwin

Far Beyond Real Estate: The Real Impact of Florida’s SB 264

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On May 8, 2023, Florida Gov. Ron DeSantis signed into law Senate Bill 264: Interests of Foreign Countries (SB 264), effective July 1, 2023. The law may affect not only traditional real property owners and investors but also...more

DarrowEverett LLP

New M&A Broker Exemption: To Be Or Not To Be, That Is The Question

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On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more

WilmerHale

2023 M&A Report

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Market Review and Outlook - Slowing economic growth, equity market volatility, stubborn inflation, rising interest rates and geopolitical tensions combined to create a hostile environment for M&A activity in 2022, with...more

White & Case LLP

The Basics of P2P Acquisition Financing

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A public-to-private transaction ("P2P") is one in which a publicly listed company is acquired and taken into private ownership. Because they involve changes in ownership of public companies, P2Ps are subject to various...more

Opportune LLP

How To Achieve The Economically Efficient Purchase Of A Private Company Through Thoughtful Acquisition Structure

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Many private companies were formed years ago using what was known as a Subchapter S election, which refers to the optional treatment of an otherwise taxable C corporation as (generally) a passthrough entity. These structures...more

White & Case LLP

5 things you need to know about … public to private bids

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PE dominance - Private equity and family offices are exerting increasing influence over public takeovers in the UK, with public to private transactions ("P2Ps") making up more than 2/3 of all bids in H1 2021 and...more

Schwabe, Williamson & Wyatt PC

What to Expect When Selling A Manufacturing Business

Knowing what to expect when going into the sale process and teaming up with experienced advisors is critical to making the sale of your business the crowning achievement of all of your hard work. This article discusses...more

Farella Braun + Martel LLP

Turmoil in the SPAC Market: What Private Tech Companies Should Consider Before Going Public Via a SPAC

In the spring of 2021, one of the hottest markets—the market for special purpose acquisition companies, or SPACs—has “screeched to a halt,” according to CNN. As the SPAC market grew red hot in the past six months, it seemed...more

Morrison & Foerster LLP

Interpretation Of SPAC: A Hot Choice For Listing And Financing Mergers And Acquisitions In The United States

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2020 is drawing to a close, but the heat of the SPAC, which will be hot starting in 2019, has not diminished at all. More and more private equity funds, financial institutions and other investors are setting up SPAC. The...more

Holland & Knight LLP

Proposed 162(m) Regulations Add Another Layer of Executive Compensation Issues in M&A

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The Tax Cuts and Jobs Act of 2017 (TCJA) upended public company compensation structures nationwide. Prior to the TCJA, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provided for a $1 million...more

White & Case LLP

European leveraged finance: A bifurcated balancing act: Public-to-private: Private equity on the hunt for new value

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HEADLINES - In 2019, European take-private deals backed by private equity reached €34.5 billion over 31 deals - This is 14 per cent higher than 2018 and more than five times the total deal value seen just five years...more

White & Case LLP

Ahead of the pack: US M&A 2019: Private equity stands its ground in 2019

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In line with the wider US M&A markets, PE deals held firm through 2019 with 1,329 buyouts, worth US$208 billion, representing a decline of 9 percent by volume, but just a 4 percent fall by value relative to 2018. PE...more

White & Case LLP

Ahead of the pack: US M&A 2019: US dealmakers steer a steady path through global headwinds

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As the rest of the world backed away from the deal table, confident US corporates continued buying businesses—especially in the life sciences and TMT sectors, and particularly in the domestic market. US dealmakers had a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

Valuation Challenges for Fintechs Highlight Legal Considerations in ‘Down Rounds’

In recent years, fintech has been an attractive sector for growth capital, as evidenced by robust investment and M&A valuations in the sector. While interest remained high in 2019, deal volumes began to level off early in the...more

Winstead PC

Reps & Warranties Insurance: A Game Changer for Business Owners Providing the Opportunity for a Virtually Risk-Free Sale of the...

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Historically, the sale of a private company carried with it a significant risk of claims by the purchaser. Months or even years after the sale closed, purchasers would frequently contend that the seller’s representations and...more

Latham & Watkins LLP

Private Equity Set to Get Active With Activists

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Companies previously considered immune from activist campaigns have come under pressure, driving new public and private deal opportunities for private equity. US shareholder activists are an established presence in Europe....more

Knobbe Martens

Boston Scientific Exercises Option to Acquire Transcatheter Annuloplasty Ring Developer Millipede Inc.

Knobbe Martens on

Global medical device company Boston Scientific has announced on December 27, 2018, that it exercised its option to acquire remaining shares of privately-held medical device company Millipede, Inc. upon its recent successful...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Snell & Wilmer

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

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The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

King & Spalding

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

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On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Cooley LLP

Blog: CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger

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The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a...more

Cooley LLP

Newsletter: Cooley M&A Team News - July 2015

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As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

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