All posts by Cooley

Upcoming Event: Webinar: The Impact of Foreign Investment Screening Regimes on M&A Transactions

Recent years have seen a proliferation of foreign investment screening and control regimes worldwide, and with them, heightened government scrutiny of foreign investment transactions. The implementation of such “foreign direct investment” (FDI) regimes has accelerated as national governments broaden their conceptions of national security issues and seek to protect an […]

Cooley Shortlisted for M&A Team of the Year at Legal Week’s British Legal Awards

Legal Week has nominated Cooley for its M&A Team of the Year in the large deal category as part of the 2021 British Legal Awards, which honor the best of the best within the UK’s legal community. Legal Week selects nominees for this award based on execution of M&A deals that […]

Cooley Bolsters Elite M&A Practice With Key Midwest Hire

Neal Aizenstein has joined Cooley’s mergers and acquisitions practice group in the firm’s newly launched Chicago office. Most recently serving as chair of DLA Piper’s Chicago corporate group, Aizenstein is known for his strong leadership and decades advising companies and boards of directors on high-profile transactions with public and private companies.

Cooley Stands Apart in Women and M&A Deal Leadership

A recently published article by UC Davis School Law Professor Afra Afsharipour, “Women and M&A,” shows that of the 20 firms handling the most significant public M&A transactions from 2014 to 2020, Cooley is the only firm with equal gender representation in leading roles across such deals. “The outlier position […]

President Biden’s Executive Order on Competition: Three Important Takeaways for Tech and Life Sciences Companies

On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the trend of corporate consolidation, increase competition, and deliver concrete benefits to America’s consumers, workers, farmers, and small businesses.” […]

Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. In the […]

Media Mention: An M&A Talent Bubble Is Forming. What Happens When It Pops?

“The sustained surge of M&A activity, SPACs, de-SPACing and IPOs has major dealmakers scrambling to find enough associates to staff their deals, risking burnout for the associates they do have on staff.”

Past Event: M&A Dealmakers Roundtable: Tech M&A Outlook for a Post-COVID World

How has dealmaking changed in the last 18 months? Have we developed new playbooks or best practices? Will the market continue to accelerate through 2021 and beyond? What does all of this mean for the wider tech sector? Seasoned M&A dealmakers met on June 30, 2021 for a discussion on […]

Media Mention: Domestic M&A Retreats in First Quarter After Dealmaking Wave at the End of 2020

“During the first quarter, domestic M&A – where UK companies acquire other UK companies – was worth £3.8bn, a decrease of £5.3bn from the previous quarter last year, according to figures published by the Office for National Statistics.” Michal Berkner was quoted in this City A.M. article on M&A trends. Read the full article […]

Past Event: Venture Capital & Private Equity Conference Series Session 4

Partners John McKenna and Luke Cadigan joined PwC to discuss SPACs, tax, audit, legal, and other relevant topics for finance and legal professionals at venture capital and private equity funds. This event took place on Tuesday, June 22, 2021 at 11:00 AM PDT Click here to register and view the […]

Have Your Cake, and Closing Too: Invoking Prevention Doctrine, Delaware Chancery Court Grants Seller’s Request for Specific Performance in COVID-Related M&A Dispute

Chancellor McCormick’s opinion in Snow Phipps Group, LLC, et al. v. KCake Acquisition, Inc., et al. (Del. Ch. April 30, 2021) is 125 pages long, but she helpfully digests the holding in a single sentence on page 3: “Chalking up a victory for deal certainty, this post-trial decision resolves all […]

2021 M&A Editorial Advisory Board

Caitlin Gibson has been named to Law360’s 2021 M&A Editorial Advisory Board, which provides feedback on Law360’s coverage and expert insight on how best to shape future coverage. Read the Law360 article here (Subscription required) Contributors Caitlin Gibson

Past Event: Institute for Law and Economics Spring Corporate Roundtable

Partner and M&A co-chair Jamie Leigh spoke at Penn Law’s ILE Spring Corporate Roundtable on May 7, 2021. Joined by six esteemed panelists, they discussed Tech and M&A: New Developments, New Challenges. This event was by invitation only. For more information, please email Sean Hayes.

Past Event: Behind the Scenes of the 2021 IPO & SPAC Boom

Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group took part in a two-part webinar series Behind the Scenes of the 2021 IPO & SPAC Boom on May 4 & 11, 2021. They discussed the latest insights from leaders who have successfully completed recent IPOs or SPAC mergers and the current capital raising […]

Past Event: 2021 TechGC M&A Forum

The M&A ecosystem has continued to grow, evolve, and morph through the pandemic, economic cycles and the rise and fall of various industries. Building on buyside and sellside M&A conferences last year, this 201-level virtual conference focused on studying the most notable, recent M&A deals from the point of view […]

Past Event: The Tech M&A Bounceback

Axios + Cooley hosted a virtual event on new deal-making in tech M&A. We discussed the future of the market and how innovative teams are getting things done. Axios Technology & Business Reporter Kia Kokalitcheva and Business Editor Dan Primack hosted conversations with: Stewart Butterfield – Co-founder & CEO, Slack […]

SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

What is a SPAC Special purpose acquisition companies (SPACs) are on the rise. A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. According to Nasdaq, in 2015, SPACs made up approximately 12% of the IPO market, but by […]

Past Event: Un-packing SPACs: Risks, Rewards and Everything in Between

Special purpose acquisition companies (SPACs) have exploded as an increasingly popular way for private companies to go public.  There were more SPAC IPOs in 2020 than traditional IPOs.  The market for SPAC IPOs and so-called “de-SPAC” transactions, by which private companies become public companies by combining with a SPAC, is […]

Podcast: For Women to Climb in M&A, Male Allyship is ‘Essential’

In an installment of Law.com’s “Legal Speak” podcast, Jamie Leigh, partner and co-chair of Cooley’s mergers and acquisitions practice group, discusses the various levels of support needed to help build more diverse and equitable M&A teams in Big Law, including male allyship, as well as the importance of strategic thinking […]

HSR Headwinds: FTC Hits ‘Pause Button’ on HSR Early Terminations

Parties to transactions requiring filings under the Hart-Scott-Rodino (HSR) Act are already facing considerable headwinds from US President Joe Biden’s antitrust enforcement agencies on important substantive and procedural issues that will delay transactions closing and potentially increase compliance costs and burdens. The HSR Act requires parties to transactions that meet certain financial thresholds to notify the […]

Hart-Scott-Rodino Act Thresholds Decrease for 2021

Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file notifications with the Department of Justice Antitrust Division and the Federal Trade Commission and observe a statutory waiting period if the transaction […]

Past Event: TechGC SPAC & Direct Listings Forum

SPACs and Direct Listings have emerged as a significant new liquidity path for high growth tech companies over the last several months. In this three-day virtual forum, we’ll discuss how to approach these liquidity events strategically including evaluating which structure to use, understanding economics / dilution, and how to execute […]

Cooley’s 2020 Tech M&A Year in Review

A Tale of Two Years While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the pandemic created an almost inconceivable shift in dealmaking – lawyers and advisors conditioned […]

Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector being no exception. COVID-19 drove unprecedented levels of collaboration among biopharmaceutical companies seeking […]

Delaware Puts the Conduct of Business Covenant on Center Stage in COVID-Related M&A Dispute

In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. In these lawsuits, buyers commonly alleged one […]

Past Event: SPACs: The Next Gen IPO or Just a Fad?

On November 24th, Burson Cohn & Wolfe (BCW) brought together experts from across financial services to discuss current activity and prospects for special purpose acquisition companies (“SPAC”). The discussion was moderated by Gus Okwu, an EVP in BCW’s Corporate Group with a focus on financial communications, and the speakers included: […]

Recorded Event: Corporate Governance 2020 Balancing ESG, Sustainability and Growth

Eco-friendly, socially conscious and pro-governance investments have been hailed recently with a surge in focus on ESG initiatives, but sustainability and profitability don’t always go hand in hand. The Deal and a roster of senior corporate executives, institutional investors, and corporate advisers explored how companies are shifting their focus to more sustainable […]

Americas Antitrust Review 2021

Covid-19 has made 2020 into a year like no other with ‘stay at home’ orders and working from home the new normal. Nonetheless, the tech and pharma industries continued to attract immense antitrust scrutiny, with daily reports in the media and pressure from politicians to address what some perceive to […]

IRS Releases Guidance on PPP Loans and Employee Retention Tax Credits

The Internal Revenue Service (IRS) has issued several items of new guidance relating to loans under the Paycheck Protection Program (PPP), including two new FAQs addressing the interaction of PPP loans and employee retention tax credits (ERTCs) in M&A transactions, a Revenue Ruling holding that expenses funded by PPP loans […]

Highlights from Cooley’s M&A Dealmakers Roundtable: SPACs!

On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! Dave Peinsipp, co-chair of Cooley’s capital markets practice group and Rama Padmanabhan, a Cooley M&A partner participated in the webinar which focused on the current wave of SPAC activity and how […]

DOJ Issues Merger Remedies Manual as Both DOJ and FTC Step Up Efforts to Enforce Consent Decrees

The U.S. Department of Justice (DOJ) Antitrust Division issued a new Merger Remedies Manual on September 3, clarifying the analytical framework it is using to evaluate remedies that may address competitive harms stemming from proposed mergers and acquisitions, as well as from consummated mergers. In announcing the modernized Manual, Assistant […]