All posts by Cooley

Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the headwinds. Creativity was the year’s primary theme as biotechnology companies increasingly […]

Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions

The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations (“Covered Corporations”) effected after December 31, 2022 (the “Excise Tax”).[1] On December 27, 2022, the Department of the Treasury (“Treasury”) and the IRS issued Notice 2023-2 (the “Notice”), providing interim guidance […]

Highlights From the 2022 Berkeley Fall Forum on Corporate Governance

On November 8 and 9, Cooley and the Berkeley Center for Law and Business presented the 2022 Berkeley Fall Forum on Corporate Governance. The two-day event featured panel discussions on a range of topics, including emerging trends in M&A and capital markets, Delaware corporate jurisprudence, key boardroom strategy and governance best […]

HSR Filing Fees Increase Substantially for Large Transactions, Boost FTC and DOJ Antitrust Enforcement Funding

On December 29, 2022, President Joe Biden signed a funding bill into law that includes provisions that significantly change the filing fees for mergers & acquisitions notifiable under the Hart-Scott-Rodino (HSR) Act. For transactions valued at more than $5 billion, HSR filing fees are set to jump approximately 800% – […]

Did the Inflation Reduction Act Create a SPAC Tax?

On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain stock buybacks, which may impact special purpose acquisition companies (SPACs) at key points in […]

Drinks With The Deal: Cooley’s Ian Nussbaum Talks Case Law

“Ian Nussbaum was a case law junkie from the start of law school, a habit that continues to shape his practice as an M&A lawyer, he said on the latest Drinks With The Deal podcast. Nussbaum, a partner at Cooley LLP in New York, reads deeply in the work produced […]

Locking the Box in Private M&A Transactions – Myths and Facts

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US, it is common to adjust the purchase price for cash, any excess or […]

Major Reforms Proposed for UK Merger Control: What Dealmakers Need to Know

On April 20, 2022, the UK government announced wide-ranging reforms to UK competition and consumer law policy, including significant threshold changes to the UK merger control regime. In particular, while the government aims to retain the UK’s voluntary and non-suspensory merger regime, the proposed reforms plan to expand the already extensive […]

Delaware bar recommends DGCL amendments, including officer exculpation charter provisions

The Council of the Corporation Law Section of the Delaware State Bar Association has provided recommendations to the Delaware General Assembly for a number of changes to the Delaware General Corporation Law, some of them significant, such as an amendment authorizing charter provisions that would eliminate the personal liability of specified officers […]

Is the SEC process for SPAC registration statements Kafkaesque?

“Statement Regarding SPAC Matter,” is the latest from SEC Commissioner Hester Peirce.  Seems completely anodyne, doesn’t it? But, as they say, looks can be deceiving. Instead, it’s a withering criticism of the SEC’s failure to declare a SPAC registration statement effective in time to allow a de-SPAC merger to go forward, […]