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.

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Appraisal 52

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 […].

Banking 52

Banking 52

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.

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Compliance Technology Marketability 40

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

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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

Appraisal Rights

JANUARY 22, 2020

We’ve posted before that appraisal has multiple factors: appraisal can be a valuable tool for investors seeking additional returns; it can fit within a larger strategy around a merger; and appraisal itself can be a consideration for deal-professionals looking at merger structure , concerned about quasi-appraisal remedies , or those determining the mechanical steps necessary for a merger.

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Appraisal 52

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.

Appraisal 52

Appraisal 52

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

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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.

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Banking Finance 40

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

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Banking 40

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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Banking 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