All posts by Cooley

Cooley’s M&A Insights for Q3 2022

Cooley’s M&A practice has been busy amid the typically slower summer wind down. Steaming through the third quarter, Cooley’s deal flow put us at the top of the Bloomberg, Mergermarket and Refinitiv Q3 M&A league tables. Below, we’ve rounded up key insights and notable deals that have kept our team […]

Event Recording: A Conversation on M&A in Today’s Market

On September 28, 2022, Cooley sponsored the third virtual event in Axios’ Dealmakers series: A Conversation on M&A in Today’s Market. The event highlighted discussions surrounding the ever-changing dealmaking landscape of today and the impact of a recession on the future of the market. Axios technology and business reporter Kia […]

Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

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 structure typically entitles the holders of one class of the company’s common stock (often designated as Class B common stock) […]

Schemes of Arrangement: Dodgy Plots or Effective Ways to Purchase UK Companies?

1. What is a scheme of arrangement and when might you use it? While the word ‘scheme’ may give you pause, a scheme of arrangement is a well-trodden path to purchase UK companies via a court-approved process. A scheme of arrangement is the most common structure for acquiring a UK […]

SBA Issues Guidance for Borrower Changes of Ownership

Over the last few months, dealmakers have worked creatively in M&A transactions to give borrowers of PPP loans the benefit of their bargain with the government—forgiveness of the loan—rather than treat the PPP loan as outstanding debt requiring discharge at closing (which would typically result in a further reduction in […]

Investment Funds Beware: Proposed HSR Amendments Would Increase Reporting Obligations

The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that must be reported to the antitrust agencies – primarily by private equity, venture capital and other investment funds – as […]

Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery Court has had the opportunity to consider some preliminary issues relating […]

Drinks with the Deal: Cooley’s Jamie Leigh

Jamie Leigh, partner and co-chair of the M&A practice group, discusses advising tech and life sciences companies, her work for Mirror on its agreement to sell to Lululemon and how she’s staying sane in the pandemic on this installment of Drinks With The Deal, a podcast series hosted by David […]

Do We Have a Quorum?

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 be made about that ending is that it’s ambiguous.”[1] This ambiguity was embraced and lauded […]

Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties

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.”[1]  While the comparisons between piracy and M&A will take us only so far, let us start with an observation: boards and […]