Category: Insight

Articles and updates affecting M&A transactions

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 […]

Event Recording: 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 […]

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

Event Recording: 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 […]

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 […]

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 […]