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 […]
10 Key Considerations for Going Public with a SPAC
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 the beginning of time. There have been some great examples of […]
Event Recording: Assessing Strategic Dealmaking in a Volatile Covid-19 Market
In partnership with The Deal, we hosted a recent discussion with Uber Head of Corporate Development Jennifer Jarret, Goldman Sachs Head of Technology, Media and Telecom M&A Sam Britton, and Cooley M&A Co-Chair Jamie Leigh on navigating unchartered waters when it comes to assessing the current market for dealmaking. Amid […]
Key Themes From Cooley’s M&A Dealmakers Roundtable: Insights on the Life Sciences M&A Market
On May 27th, Andy Pasternak, Executive Vice President, Chief Strategy Officer at Horizon Therapeutics and Eric Tokat, a partner in the healthcare practice at Centerview Partners joined Cooley M&A co-chair, Barbara Borden for a discussion of the life sciences M&A market, with a focus on business development. As part of […]
SEC Adopts Final Amendments for M&A Financial Statement Disclosure
Yesterday, once again without an open meeting, the SEC voted (with a dissent from Commissioner Allison Lee) to adopt amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses. According to the press release, the amendments are intended to improve disclosure of financial information, facilitate more […]