Articles and updates affecting M&A transactions
Category: Insight
Do We Have a Quorum?
Although its final episode aired more than a decade ago, there is still debate about the ending of HBO’s critically-acclaimed series, the Sopranos. In fact, as one critic notes, “the only objectively true statement that can be made about that ending is that it’s ambiguous.”[1] This ambiguity was embraced and lauded […]
Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.”[1] While the comparisons between piracy and M&A will take us only so far, let us start with an observation: boards and […]
10 Key Considerations for Going Public with a SPAC
It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that more operating companies are considering going public through a merger with a SPAC (commonly referred to as a backdoor IPO) since the beginning of time. There have been some great examples of […]
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 […]
SEC Adopts Final Amendments for M&A Financial Statement Disclosure
Yesterday, once again without an open meeting, the SEC voted (with a dissent from Commissioner Allison Lee) to adopt amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses. According to the press release, the amendments are intended to improve disclosure of financial information, facilitate more […]
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 […]
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 […]