Erik A. Lopez

AUGUST 28, 2015

On August 28, 2015 , the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable to investors for $148 million for fraudulently driving down the company’s share price in anticipation of a going-private transaction. What’s particularly noteworthy here is that the controlling shareholder appears to have structured the transaction with all of the protections required for minority shareholders ( see In Re MFW Shareholders Litig

Banking 52

Banking Finance Marketability 52

Erik A. Lopez

AUGUST 25, 2015

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. At their most basic level, these agreements provide for the sale of shares in a target company to a buyer in return for cash or some other form of consideration ( i.e. , something of value).

Finance 52

Finance Compliance 52

Erik A. Lopez

AUGUST 23, 2015

An M&A lawyer runs the deal. She is the hub in the hub-and-spoke system of deal parties and their advisers. The M&A lawyer serves as the primary point of contact for the rest of the deal team and has principal responsibility for shepherding the transaction to closing. She may be an in-house attorney but is more often an M&A specialist practicing with an outside law firm.

Corporate Finance 52

Corporate Finance Finance 52