SEC Exemptive Order Halves Minimum Tender Offer Period for Negotiated All-Cash Transactions
Acquirors of public company targets in negotiated, all-cash acquisitions can now complete a transaction on the 11th business day following the commencement of a tender offer. This can shorten the closing timetable for certain public M&A transactions from a minimum of six weeks to as little as a month.[1] This […]
Cooley Market Talks – AI and the New Capital Dynamic: IPOs, M&A and What Comes Next
How AI is changing market dynamics With AI transforming capital-raising dynamics and M&A strategies, our clients are navigating a dynamic moment. On April 28, Cooley Partners Jamie Leigh and Dave Peinsipp were joined by Nicole Irvin and Todd Ebe of Goldman Sachs to discuss how rapidly evolving risks and opportunities […]
Yes, Your CEO’s AI Prompts May Be Discoverable (and Can Be Problematic)
Recently, we were all reminded that any type of internal communications – including AI prompts! – are discoverable and can become the “smoking gun” in a lawsuit. In a $250 million M&A earnout dispute, the buyer was found by the Delaware Court of Chancery to have intentionally undermined the earnout […]
Dual-Track Processes: How to Turbocharge Your Exit
Exiting an investment – whether through a public offering or a sale of the company – is an inherently uncertain process. Even for a thriving business with a viable equity story, committed stakeholders and the right advisors, final deal terms and valuation can be influenced by factors beyond a company’s […]
Delaware Supreme Court Rejects Constitutional Challenges to DGCL Safe Harbor Amendments
On February 27, 2026, the Delaware Supreme Court upheld two key amendments to Section 144 of the Delaware General Corporation Law (DGCL) passed as part of Senate Bill 21 (SB21). The ruling – issued in Rutledge v. Clearway Energy – was a win for the Clearway defendants and supporters of […]
Delaware Supreme Court Reverses Moelis, Holding Claims Regarding Stockholder Agreement Are Time-Barred
On January 20, 2026, the Delaware Supreme Court issued a highly anticipated opinion in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, rejecting a minority stockholder’s challenge to a company’s stockholder agreement with its founder. Reversing a Delaware Court of Chancery decision, the Delaware Supreme Court held that […]
The Private Equity Developments That Defined 2025
Your definitive recap Private equity in 2025 was defined by selective momentum, evolving regulatory dynamics and a renewed emphasis on scale and flexibility. Which developments shaped the industry most? Find out in Cooley’s 2025 Private Equity Year in Review, where we examine the market trends, policy developments and structuring considerations […]
2026 Antitrust Outlook: Learnings From the First Year of ‘America First’ Enforcement
Following the transition to the second Trump administration, the Department of Justice (DOJ) and Federal Trade Commission (FTC) pivoted toward a more “business-friendly” posture in many respects, while pursuing other aggressive theories of harm, reminiscent of the Biden-era antitrust enforcers. The strategic shift toward an “America First Antitrust” policy in […]
Comparative Playbook: Navigating Conflicts in Delaware and Nevada
Companies approaching or having recently completed an IPO often face increased scrutiny around transactions involving insiders, investor-appointed directors or controlling stockholders. To help boards and management teams navigate these issues, Cooley’s Liz Dunshee and Courtney Tygesson put together a comparative playbook outlining how Delaware and Nevada law each address conflicted transactions […]
UK Merger Control in 2026 – What to Expect
In 2025, the UK Competition and Markets Authority (CMA) signalled a significant shift in its enforcement and merger review priorities, emphasising its alignment with the UK government’s pro-growth, pro-business agenda. While speeches by CMA executives in previous years had emphasised the need to avoid under-enforcement, including in the context of […]