Sat.Aug 24, 2019 - Fri.Aug 30, 2019

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Use of Earn-Outs to “Bridge” the Valuation Gap

Cooley M&A

There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when working to construct agreements to solve for divergent views on value. What two parties may have initially viewed as a solid foundation, may fail when tested, plunging those parties into the churning waters of judicial scrutiny.

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Guest Post: Fair Value in New Zealand

Appraisal Rights

Our article “ Fair Value of Minority Shares in a Closely Held Company ” published in the December 2018 issue of the New Zealand Business Law Quarterly examines the New Zealand law and judicial decisions on the notion of fair value for minority shares. Specifically, the article focuses on a closely held or unlisted company and considers whether fair value of a minority stake should incorporate a discount from the pro rata value of the company’s equity considered as a whole.

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