Sat.Jul 08, 2017 - Fri.Jul 14, 2017

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Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

Cooley M&A

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date. For a variety of reasons (including the inability to predict what might happen in the business between the signing and closing), disputes over these types of adjustments are common.

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Regulatory Hurdles Facing Mergers With Chinese State-Owned Enterprises

Cooley M&A

Acquisitions by Chinese state-owned enterprises (SOEs) of companies in the United States (US) and European Union (EU) have grown in recent years. Trade and cross-border investment has increased and Chinese SOEs have extended their reach beyond their domestic market. Those acquisitions, together with joint ventures between Western companies and Chinese SOEs, have attracted substantial attention from the general public and from scholars.

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Monetizing an Earn-Out – Does That Make It a “Security?”

Cooley M&A

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development from clinical- to development-stage to product commercialization. [1] In licensing transactions, there is an established secondary market through which licensors may monetize their rights to future royalties by selling their rights to receive those future royalties to a thir