Quantive
JANUARY 30, 2020
It’s a brand new year! Which means we’re planning on bringing you fantastic content to start off the new decade right. Also new this year? We want you to be part of the story. Check out our content arc and themes below. If you have an idea for an article you’d like to contribute or would like to be on our podcast, please reach […].
Appraisal Rights
JANUARY 29, 2020
Proxy firm Institutional Shareholder Services’ Sustainability Proxy Voting Guidelines – 2020 Policy Recommendations are public, and include a recommendation that shareholders vote in favor of appraisal rights when they are on the ballot. ISS observes that some investment funds are taking a view towards incorporating various issues into their voting behavior – including corporate governance, environmental, or social issues.
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Cooley M&A
JANUARY 24, 2020
In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2019 remained a robust, dynamic and competitive market with tech deals outpacing other sectors in both volume and critical features. Detailed below are our “notes from the field” for tech M&A in 2019.
ABI
JANUARY 22, 2020
By: Loredana Miranda. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff. . . Under Chapter 15 of title 11 of the United States Code (the “Bankruptcy Code”), a court may grant recognition to a debtor’s foreign proceeding as a foreign main or nonmain proceeding depending on the location of a debtor’s center of main interest (“COMI”) or establishment. [1] In a case involving affiliates, the United States Bankruptcy Court for the Southern District of New York det
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.
Appraisal Rights
JANUARY 28, 2020
According to this Financial Times report [$$$], shareholder activist campaigns targeted at M&A activity were at record levels in 2019, comprising almost half of all activist activity in 2019. M&A activism can take many forms, but perhaps of most interest to those also interested in appraisal is activism that focuses on already announced deals.
Appraisal Rights
JANUARY 23, 2020
To demand appraisal, at least in Delaware (and to our understanding, the Cayman Islands as well), a shareholder must do more than simply dissent (or at least not vote “for”) the transaction. A shareholder must ‘perfect’ their appraisal rights – in effect, they must take certain mechanical steps to actually demand appraisal. But because of the arcana of how stock is actually held in the United States (and some other jurisdictions), demanding appraisal is not always the simplest task.
Business Valuation Zone brings together the best content for business valuation professionals from the widest variety of industry thought leaders.
Appraisal Rights
JANUARY 21, 2020
Corporate shareholders possess important inspection, or information rights, in most jurisdictions. In Delaware, inspection rights are codified under Section 220 of the DGCL. Inspection rights provides shareholders with a “proper purpose” the ability to review certain “books and records” of the company. Both the proper purpose criterion and the breadth of the books and records available for shareholder inspection have been recurring areas of litigation and Court decision.
Quantive
JANUARY 20, 2020
Great event to kick off our 2020 event series – thanks so much to our speakers Uday Shah and Chris Tate from The Private Bank at Bank of America. The focus of their talk was on key financial planning techniques specifically for entrepreneurs. Here are some takeaways: Take-Away 1: Valuation, Valuation, Valuation. FY20 is the year of valuation […].
Appraisal Rights
JANUARY 15, 2020
Legal news site Law360 has set out its “cases to watch” in Delaware for 2020 [$$$], including the Jarden appraisal and a case where an appraisal action led to a legal malpractice claim. In the case of Jarden, which we’ve covered before , is being appealed to the Delaware Supreme Court, and if ultimately heard, promises to both further clarify and further complicate the appraisal landscape.
Appraisal Rights
JANUARY 7, 2020
Governor John Carney has nominated Prickett Jones & Elliot, P.A. partner Paul A. Fioravanti, Jr. to the Delaware Court of Chancery. The seat was left open by Justice Tamika Montgomery-Reeves’ nomination to the Delaware Supreme Court. At Prickett Jones, Fioravanti focused on corporate and commercial litigation, including mergers and acquisitions, fiduciary duty obligations, corporate governance, and LLC litigation.
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
Appraisal Rights
JANUARY 30, 2020
In a lengthy decision, Delaware Vice Chancellor Laster ruled that shareholders had the right to inspect the formal board materials of AmerisourceBergen Corporation and conduct a 30(b)(6) deposition to determine whether they needed additional documents, including informal board materials and officer-level documents. In Lebanon Cty. Emp. Ret. Fund v. AmerisourceBergen Corp. , stockholders sought to inspect AmerisourceBergen’s books and records relating to the company’s compliance with opioid distr
Appraisal Rights
JANUARY 27, 2020
In reviewing current “hot topics” in M&A, law firm Sullivan and Cromwell writes this about the current state of appraisal, given the continued developments from multiple major appraisal cases in the past couple years: “Post-Aruba Appraisal Landscape: Following the Delaware Supreme Court’s decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.
Cooley M&A
JANUARY 22, 2020
2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with aggregate deal value in the pharmaceutical, medical and biotech industry reaching $234.2 billion – almost double the value of deals announced in that same sector in 2018, despite the number of deals decreasing from 705 in 2018 to 519 in 2019.
ABI
JANUARY 20, 2020
By: Gabriela Zapata. St. John’s University School of Law. American Bankruptcy Institute Law Review, Staff Member. . In general, a debtor may reject an executory contract subject to court approval under section 365 of title 11 of the United States Code (the “Bankruptcy Code”). However, courts are split as to whether a bankruptcy court has the power to authorize the rejection of an electric power purchase agreement or whether the Federal Energy Regulatory Commission (“FERC”) has exclusive jurisdi
Speaker: Joe Apfelbaum, CEO of Ajax Union
In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.
ABI
JANUARY 20, 2020
By: Benjamin Ranalli. St. John’s University School of Law. American Bankruptcy Institute Law Review , Staff Member. In a debtor/creditor relationship, a debtor may explicitly, or implicitly, waive their rights. Afifirmative actions and intentional relinquishment may indicate express waivers, while clear decisive acts may indicate an implicit waiver.
ABI
JANUARY 16, 2020
By: Morgan C. Liptak. St. John’s University School of Law. American Bankruptcy Institute Law Review, Staff Member. Under section 1123(a)(4) of title 11 of the United States Code (the “Bankruptcy Code”), a reorganization plan should provide equal treatment for each claim of a particular class, unless the claim holder specifically agrees to less favorable treatment. [1] In In re Peabody Energy Corporation , the United States Court of Appeals for the Eighth Circuit held that “consideration for valu
ABI
JANUARY 16, 2020
By: Ross Weiner. St. John’s University School of Law. American Bankruptcy Institute Law Review , Staff Member. Under section 363 of title 11 of the United States Code (the “Bankruptcy Code”), a trustee or debtor-in-possession may sell the debtor’s assets. A trustee may avoid such a sale or recover damages if the sale process is controlled by collusion.
ABI
JANUARY 12, 2020
By: Justin Henderson. St John’s University School of Law. American Bankruptcy Institute Law Review Staff Member. The United States Court of Appeals for the Fifth Circuit, in SEC v. Stanford International Bank, Ltd. , held that the United States District Court for the Northern District of Texas abused its discretion when it approved a settlement that would preclude third-parties from bringing claims against the debtor’s insurers (the “Underwriters”). [1] As a result of a ponzi scheme
ABI
JANUARY 10, 2020
By: Spencer Nelson. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff Member. Luxurious lifestyles alone do not violate the good faith requirement for proposing a plan of reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). In In re Hamilton-Gaertner , a North Carolina Bankruptcy Court found that the debtor’s proposed Chapter 11 plan satisfied the good faith requirement of section 1129(a)(3) of the Bankruptcy Code, desp
ABI
JANUARY 22, 2020
By: Danielle Ullo. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff. . Under section 109 of title 11 of the United States Code (the “Bankruptcy Code”), a person is generally eligible to be a debtor. [1] The definition of a person is broad and includes a corporation. [2] A corporation includes a business trust, which is not defined by the Bankruptcy Code. [3] The United States Bankruptcy Appellate Panel for the First Circuit in Catholic School Employees Pen
ABI
JANUARY 21, 2020
By: Carole Ann Liscio. St. John’s University School of Law. American Bankruptcy Institute Law Review , Staff Member. . Under the Extended Military Benefits Program-Full Pay/Repayment Plan, created by New York City (“City”) following the attacks on September 11, 2001, qualified individuals are able to receive both their City employee salary and their military salary while they are serving in the military. [1] The program requires that once an employee returns from military duty, th
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