All posts by Cooley

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 […]

Social Distancing From a (Supposed) Life Partner: Early Lessons From Deals Terminated and On the Rocks in the COVID-19 Era

In “La La Land,” Damien Chazelle’s Oscar winning film, the audience thinks it has a formulaic Hollywood love story on its hands: boy and girl meet; boy and girl fall in love; boy and girl break up; and boy and girl get back together. But in a twist on the […]

Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios

In late February as the COVID-19 pandemic was accelerating, the Delaware Chancery Court issued an important decision that is likely to impact transactions during the expected recession. In Salladay v. Lev, C.A. No. 2019-0048-SG (Del. Ch. Feb. 27, 2020) (“Salladay”), the court held that a conflicted transaction – not involving […]

Long-Term Focus: Preparing for Activism + Takeovers Amid COVID-19 Risks

Last week we cautioned that market volatility resulting from the COVID-19 pandemic could lead to increasing levels of shareholder activism and unsolicited takeover offers. Although the pandemic has raised countless new risks, companies remain vulnerable to activism attacks that focus on short-term objectives and opportunistic takeover bids stemming from the […]

Webcast Recording: Berkeley Boosts Shorts presents Financial Crises + M&A Markets

Berkeley Boosts Shorts are daily conversations with leaders from law and business. On Tuesday, March 24, Cooley M&A co-chair Jamie Leigh spoke on the topic of financial crises + M&A markets. View recording

Navigating Today: Public Company Hot Spots and M&A Negotiations with the Impact of COVID-19

With last Wednesday’s categorization by the World Health Organization of COVID-19 as a pandemic, schools, places of business and other venues throughout the United States quickly closed in-person locations and moved to remote connectivity as efficiently as possible. On Sunday, the governor of California called for all bars and nightclubs […]

CFIUS Update: Final Regulations Implement FIRRMA

The US Department of the Treasury has issued two final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018. The final regulations broadly expand the jurisdiction of the Committee on Foreign Investment in the United States to review foreign investment transactions that implicate US national security concerns and […]