M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction
Article 2 of 4 As discussed in a prior article in this series, the Committee on Foreign Investment in the United States is authorized to review certain cross-border mergers, acquisitions and investment transactions and to recommend that the US president take action to mitigate any perceived national security concerns with […]
The Cooley Outlook for 2018 M&A
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. It is often difficult for large companies to foster innovation organically for […]
Antitrust 2018: Trends and Developments to Watch
Trump’s agency appointments are setting the antitrust agenda in 2018. We offer insights on what to expect in the new year, including an increased scrutiny on vertical mergers; a heightened focus on structural remedies in enforcement actions; a continued spotlight on the pharmaceutical industry – particularly with respect to proposed […]
TechCrunch Equity Podcast: 2017’s Top Tech Acquisitions and What’s in Store for 2018
The January 12, 2018, edition of TechCrunch’s weekly venture capital-focused podcast, Equity, looks back at the past year’s M&A transactions and evaluates what’s in store for 2018. Cooley partner and co-chair of the firm’s M&A practice, Jamie Leigh, discusses 2017’s market uncertainty while predicting a more competitive and bold M&A […]
Delaware Supreme Court Reverses Dell’s Merger Appraisal Price Bump
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc. The trial court’s 2016 ruling, which found that a $25 billion management-led buyout undervalued the computer giant by about $7 billion, sent shock waves across the M&A landscape […]
Trump Antitrust Appointees Finally Set: What to Expect
Leadership at the top of the Department of Justice Antitrust Division and Federal Trade Commission appears to be set – nine months into the Trump Administration – with the confirmation of Makan Delrahim as Assistant Attorney General at DOJ and the announcement of the intention to nominate Joseph Simons to […]
The Art of Drafting Milestones for an Earn-Out
Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting milestones and suggests that the more technically prescribed milestones may be more difficult to meet, even […]
M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction
Article 1 of 4 The Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”) has received much attention over the past several months for its role in blocking two separate Chinese acquisitions of US semiconductor companies. In September 2017, President Trump issued an Executive Order prohibiting Canyon Bridge Capital […]
M&A Lessons Learned from the Blocked Chinese Acquisition of Lattice Semiconductor
Last week, President Trump issued an Executive Order prohibiting the acquisition of Lattice Semiconductor Corporation (Lattice), a US computer chip manufacturer, by a Chinese investor. The president’s order blocking the transaction was based on a recommendation by the Committee on Foreign Investment in the United States (CFIUS), an interagency committee […]
Non-Competes for California Employees in M&A Deals: Don’t Fudge It
Post-employment non-compete covenants are generally invalid in California, with certain limited but important exceptions like when a business or associated goodwill is sold and the buyer – as part of the deal – wants to prohibit certain sellers from competing with their former business. Consequently, buyers of California-based businesses generally […]