Category: Deal Terms
Cooley’s M&A Insights for Q3 2022
Cooley’s M&A practice has been busy amid the typically slower summer wind down. Steaming through the third quarter, Cooley’s deal flow put us at the top of the Bloomberg, Mergermarket and Refinitiv Q3 M&A league tables. Below, we’ve rounded up key insights and notable deals that have kept our team […]
Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions
The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class structure typically entitles the holders of one class of the company’s common stock (often designated as Class B common stock) […]
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 […]
Schemes of Arrangement: Dodgy Plots or Effective Ways to Purchase UK Companies?
1. What is a scheme of arrangement and when might you use it? While the word ‘scheme’ may give you pause, a scheme of arrangement is a well-trodden path to purchase UK companies via a court-approved process. A scheme of arrangement is the most common structure for acquiring a UK […]
SEC Amendments to Financial Disclosure Requirements Provide a Welcome Reprieve for Carve-Out Transactions
As previously reported in this Cooley PubCo post, on May 21, the SEC adopted final amendments to the financial disclosure requirements for the acquisition and disposition of businesses. One change relating to the use of abbreviated financial statements stands out as a welcome reform for public or pre-public biopharma and […]
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 […]
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 […]
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 […]
Use of Earn-Outs to “Bridge” the Valuation Gap
There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when working to construct agreements to solve for divergent views on value. What two […]