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 […]
Cooley’s 2019 Tech M&A Year in Review
In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2019 remained a robust, dynamic and competitive market with tech deals outpacing other sectors in both volume and critical […]
Cooley’s 2019 Life Sciences M&A Year in Review
2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with aggregate deal value in the pharmaceutical, medical and biotech industry reaching $234.2 billion – almost double […]
Representation & Warranty (R&W) Insurance – Current Market Trends
Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541 million of coverage to 1500+ R&W insurance transactions, providing aggregate coverage of $38.6 […]
Taking a Play out of the Financial Acquirer’s Playbook
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used only in high school and college football games. [1] Coaches survey plays […]