Cooley M&A

MARCH 28, 2018

The employment law landscape across the EU Member States is often markedly different from that in the US. Here, we take a look at five important employment issues to be aware of when a transaction includes employees in the EU. 1. Employee Representative Organizations. At the outset of any transaction involving EU employees, it is important to identify whether there is any organization representing the interests of such EU employees.

Compliance 52

Compliance 52

RC & Co.

MARCH 21, 2018

Last month, Rene J. Zarate discussed the starting point for a business owner who receives an unsolicited offer from a third party to buy their business. So, here you are with an unsolicited offer in hand. You have determined that you are desirous of selling, the amount you require to meet your future financial needs, and you have a good feel for the business’ value.

Finance 52

Finance Business Valuation Marketability 52

Appraisal Rights

MARCH 29, 2018

In this article , Fried Frank LLP attorneys discuss the three appraisal decisions since the Delaware Supreme Court’s decision in Dell – Aruba , AOL and SWS. The article notes that while the Supreme Court in Dell directed the Chancery Court to consider the deal price and accord it appropriate weight, these three decisions assigned no weight to the deal price in setting fair value below the deal price.

Appraisal 40

Appraisal Discounted Cash Flow 40

Sun M&A

MARCH 1, 2018

Selling a business is a once-in-a-lifetime endeavor for many business owners. It is critical, therefore, that you are fully informed prior to moving forward with the business sale process. Having specialized in managing the sale of privately held companies for the past 30 years, I have received many questions about the business sale process. The following are four of the more commonly asked questions that business owners have: 1.

Business Valuation 40

Business Valuation Fair Market Value Finance Marketability 40

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

Marketability

FE International

MARCH 14, 2018

What Is an App? Building Around Value. The Three App Types. Universal Apps. SaaS Apps. How to Value an App. How to Sell an App. Conclusion. Software development is a unique and ever-evolving industry. In recent years, we have noticed an increase in the number of online entrepreneurs entering the app space. As the technical evolution of the industry continues to take it in a more accessible direction , and consumer demand for useful and disruptive software increases, the market is getting more lu

Marketability 52

Marketability Start-ups EBITDA Business Valuation 52

Appraisal Rights

MARCH 28, 2018

The content of this post is contributed by Conyers Dill & Pearman’s Cayman Office. We thank Ben Hobden, Erik Bodden and the entire Conyers team for their contribution. Lowenstein Sandler does not practice in the Cayman Islands. In In the matter of Trina Solar Limited* , the Grand Court had at first instance refused an interlocutory application made by a group of dissenting shareholders (the “Dissenters”) for worldwide freezing orders over the assets of the company in question pending the o

Appraisal 40

Appraisal 40

Appraisal Rights

MARCH 22, 2018

In this post by Professor Afra Afsharipour of the UC Davis School of Law, she discussed what she identifies as the bidder overpayment problem, where bidders often pay more for publicly traded targets due to managerial agency costs and behavioral biases. The article notes that there are less monitoring mechanisms for bidder shareholders than there are for target shareholders to ensure a fair price.

Appraisal 40

Appraisal Firm Value 40

Appraisal Rights

MARCH 21, 2018

The Harvard Law School Forum on Corporate Governance and Financial Regulation recently posted an analysis by Wachtell, Lipton, Rosen & Katz of the Delaware Supreme Court’s recent decision in SWS, summarily affirming the Delaware Chancery Court’s award of fair value at 7.8% below the merger price. The authors observe that SWS is the first Delaware Supreme Court decision “in the era of ‘appraisal arbitrage’ to affirm an appraised valuation meaningfully below the deal price.

Appraisal 40

Appraisal 40

Appraisal Rights

MARCH 15, 2018

The Harvard Law School Forum on Corporate Governance and Financial Regulation has published a post by authors Professor Yair Listokin and Mr. Inho Andrew Mun, regarding corporate law in a financial crisis. Reviewing the crisis in 2008 and the rescue mergers that occurred, the authors propose that during a financial crisis, corporate law changes–in particular with respect to mergers.

Appraisal 40

Appraisal 40

Appraisal Rights

MARCH 14, 2018

Some authors have noted that appraisal has become the disciplining remedy for the fiduciary duties of corporate managers. This may be true, regardless of the fact that appraisal is an independent and distinct remedy from fiduciary duty litigation. But sometimes the two are inextricably bound. In late February 2018, the Delaware Supreme Court handed down a decision in Appel v.

Appraisal 40

Appraisal 40

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

Corporate Finance

Appraisal Rights

MARCH 8, 2018

In the Columbia Pipeline Group appraisal case, as reported in Law360 [$$] , Vice Chancellor Laster rejected the stockholders’ request to stay or, in the alternative, extend the fact discovery deadline for 2 months pending the appeal of the Aruba Networks ruling. The court stated in its March 7 ruling that the shareholders should have known from the outset of the case that Columbia Pipeline’s market price “would be a factor” in the proceedings, and that the Aruba decision did not introduce anyt

Appraisal 40

Appraisal Marketability 40

Appraisal Rights

MARCH 1, 2018

Matt Schoenfeld of Burford Capital has produced a pre- Aruba piece: “Form Corwin to Dell: The Cost of Turning a Blind Eye” , that discusses the potential impact of recent Delaware Supreme Court rulings in Dell and other cases. The SSRN abstract is below: Abstract. This essay considers the ramifications of the Delaware Supreme Court’s December 2017 Dell appraisal decision within the context of Delaware’s more sweeping clampdown on shareholder litigation protections in recent years, beginning wit

Appraisal 40

Appraisal Marketability 40