Cooley’s 2021 Life Sciences M&A Year in Review
General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was characterized by whiplash volatility from choppy deal activity in the first half of […]
Cooley’s 2021 Tech M&A Year in Review
General trends in tech M&A Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for M&A dealmakers was foiled anew by COVID-19 and its variants. Undeterred by the pandemic, high target […]
Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review
As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in Delaware, giving particular significance to SPAC litigation filed […]
Event Recording: Berkeley Fall Forum on Corporate Governance
Cooley and the Berkeley Center for Law and Business met for a two-day hybrid conference, featuring panel discussions, workshops and interviews on cutting-edge topics in corporate governance, M&A and business law. The Berkeley Forum was hosted live in San Francisco, in accordance with local safety regulations and vaccine mandates, and […]
Pleading Bad Faith Against Special Committee Members: A New Trend?
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A well-functioning special committee will also mitigate the risk of personal liability for a company’s fiduciaries, […]
Proposed Federal Tax Legislation Would Reduce QSBS Benefit and Raise Capital Gain Rates
Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and increasing the tax rate on long-term capital gains, in each case for noncorporate upper-income taxpayers.
Event Recording: The Impact of Foreign Investment Screening Regimes on M&A Transactions
Recent years have seen a proliferation of foreign investment screening and control regimes worldwide, and with them, heightened government scrutiny of foreign investment transactions. The implementation of such “foreign direct investment” (FDI) regimes has accelerated as national governments broaden their conceptions of national security issues and seek to protect an […]
Cooley Stands Apart in Women and M&A Deal Leadership
A recently published article by UC Davis School Law Professor Afra Afsharipour, “Women and M&A,” shows that of the 20 firms handling the most significant public M&A transactions from 2014 to 2020, Cooley is the only firm with equal gender representation in leading roles across such deals. “The outlier position […]
President Biden’s Executive Order on Competition: Three Important Takeaways for Tech and Life Sciences Companies
On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the trend of corporate consolidation, increase competition, and deliver concrete benefits to America’s consumers, workers, farmers, and small businesses.” […]
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 […]