Month: March 2022
Corp Fin issues new M&A-related CDIs
Last week, the SEC issued a number of new CDIs related primarily to M&A transactions, including Forms 8-K, communications under Rule 14a-12, and, in the context of de-SPAC transactions, the Rule 14e-5 prohibition of purchases outside of a tender offer. To learn more about these updates, please see the recent […]
ESG and M&A: Vetting a Target’s ESG Strengths and Weaknesses to Assess Value, Go-Forward Risks and Disclosure Requirements
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 increasingly socially conscious. It’s clear that what was once just an industry buzzword is here to […]
Delaware (Again!) Requires Upward Adjustment to Deal Price in Appraisal Proceeding Despite Objectively Fair Sales Process
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 that—despite a sufficiently robust sales process that supported ascribing heavy weight to […]