2017

Delaware Supreme Court Reverses Dell’s Merger Appraisal Price Bump

Cooley M&A

On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc.

4 Ways a Business Valuation Will Change Your Company

RC & Co.

Business valuations are an important process for all business owners. In addition to providing a clear picture of current market value, you can also assess competitors, revenue, and assets during the business valuation process.

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M&A Broker Tips: How to Sell a Business – Seller Financing

IBG Business

M&A Broker Tips: How to Sell a Business – Seller Financing. What is seller financing, and why is it so popular in the mergers and acquisitions industry? What seller financing can mean for the sale of your business.

4 Common Worries About Selling a Business

Sun M&A

Selling a business can feel complicated and overwhelming. It’s normal to have some concerns when you begin. No deal is a certainty, but working with an expert in the industry who is deeply knowledgeable about the business sales process can increase the odds of a successful closing. Here are some of the most common concerns sellers express, and how a skilled advisor can address them. The Sale Will Distract Me From My Work. This is a very reasonable fear.

Is Non-Voting Stock Eligible for Delaware Appraisal?

Appraisal Rights

Yes, according to this posting. Delaware law requires that a shareholder seeking appraisal must not have “voted in favor of the merger” (which is impossible for nonvoting common stock) nor “consented thereto in writing pursuant to Section 228.”

FINRA- Burch & Company Sponsorship for Registration

Burch & Co.

FINRA Sponsorship-. As a FINRA member firm, Burch & Company regularly receives calls from experienced advisors interested in obtaining a FINRA license which requires sponsorship. Many of these professionals have an idea of which particular license that they would like to be sponsored for based on their work focus. As the licensing landscape has changed over the years, advisors may not fully understand which license may be the required given their different lines of business.

The Art of Drafting Milestones for an Earn-Out

Cooley M&A

Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement.

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More Trending

Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties

Cooley M&A

A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged.

Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

Cooley M&A

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date.

Regulatory Hurdles Facing Mergers With Chinese State-Owned Enterprises

Cooley M&A

Acquisitions by Chinese state-owned enterprises (SOEs) of companies in the United States (US) and European Union (EU) have grown in recent years. Trade and cross-border investment has increased and Chinese SOEs have extended their reach beyond their domestic market.

Monetizing an Earn-Out – Does That Make It a “Security?”

Cooley M&A

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development from clinical- to development-stage to product commercialization. [1]

New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

Cooley M&A

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert.

SELLING A BUSINESS; TIPS ON STRONG SELLING POINTS

IBG Business

“Independent business owner” is a term that can have several meanings. While “independent” can be used literally to describe the business, it can also define the personality of the owner – and in a sale, that can be a mixed blessing. Think about the traits that made you a successful business owner.

$2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting

Cooley M&A

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to operate the business post closing that it had at signing.

Oklahoma oil and gas industry business for sale by sealed bid.

IBG Business

Pipeline construction. Great history and quality equipment, well–maintained. Owner retiring. Considering bids on April 6 for business in its entirety, facilities, MSA’s, equipment – all or any piece. Strategically located to serve midstream companies in SACK and SCOOP plays.

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SEC Announces Enforcement Action for Failure to Disclose Banker Fee Arrangements

Cooley M&A

On February 14, 2016, the SEC settled an enforcement action against CVR Energy for providing misleading disclosure about the fees payable to CVR’s two financial advisors in connection with CVR’s defense of a hostile tender offer by affiliates of Carl Icahn in 2012.

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Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid

Cooley M&A

At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid?

How M&A Advisors Add Value for Sellers

Sun M&A

Selling a business can be expensive and overwhelming , so owners often balk at the prospect of driving up costs by working with an M&A Advisor. Owners who do, however, almost universally believe their banker added value. The Value of Middle Market Investment Bankers, a study authored by Fairfield University Dolan School of Business’s Michael McDonald, asked 85 business sellers about their experiences working with M&A Advisors.

Using Your Strengths When Selling Your Business

Sun M&A

The term “independent business owner” doesn’t just refer to your life as an entrepreneur. It also denotes the mindset that life as a business owner demands. You’re confident, independent, and maybe a bit stubborn. These vital traits have helped your business thrive, but can work against you when you’re ready to sell. Why is that? After all, you’re already an expert in sales. You market products or services every day.

Negotiation: The Key to a Winning Sale

Sun M&A

You’ve thought about it, perhaps spending some sleepless nights debating what to do next with your New York or New Jersey based business. Now you’ve decided it’s time to sell. You have good reasons for the sale—reasons that shouldn’t scare a prospective buyer. So now comes the fun part—or so you think. You’ll set a price—maybe on the high end—and let your business acumen and gut instincts take you where you want to go. Not so fast.

Expertise Improves Close Rates

Sun M&A

You’ve been considering selling your business for some time when you get that interesting email in your inbox: “Dear Business owner: I, Mr. Private Equity Principal/Mr. Strategic Corporate Development Professional have an interest in acquiring your business because we believe your product/services would synergistically enhance our current operations. Please let me know if you are free to discuss further.”.

Questions Acquirers Always Ask

Sun M&A

When pursuing the sale of your company, it is important to be prepared. Being prepared not only means getting your books and records organized and preparing a quality descriptive executive summary of your company, it also involves educating yourself to properly address the common questions that will inevitably be asked by prospective acquirers. Properly preparing for and addressing these questions will maximize an acquirer’s comfort level, reduce their perceived risk and increase valuation.

Upcoming Event: Second Annual Symposium on Corporate Law at UC Berkeley

Cooley M&A

This two-day, multi-panel event will explore the development of corporate law, the evolving relationships between corporate stakeholders, M&A and what corporate lawmaking may look like in the future. Jamie Leigh will speak on a panel on “Trends and Developments in M&A Law” on October 27. October 26 – 27, 2017. Fairmont Hotel, San Francisco. More information. Jamie Leigh. Events

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When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

Cooley M&A

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. [1] 1] While most disputes were not about contract interpretation issues regarding whether an event triggered the milestone or not, [2] one recent dispute in the Delaware Court of Chancery illustrates the potentially significant value at stake when these interpretation issues do occur.

Colorado Mergers and Acquisitions Conference – February 23rd

IBG Business

M&A Conference CO flyer 170223.

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TIPS ON HOW TO SELL A BUSINESS; POINTS TO PONDER

IBG Business

Does My M&A Broker Truly Understand My Business? When interviewing M&A brokers or investment bankers to advise you and manage the sale of your company , it is very important for you to outline your specific decision-making process for selecting an advisor and your requirements for a successful business sale. Without the information gleaned from that discussion, an intermediary will find it difficult to respond to your concerns and objectives. Who Has Been a Potential Buyer?

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A Look Back

Appraisal Rights

Eight years ago today, in DiRienzo v. Steel Partners Holdings L.P. , 4506-CC (Del. 8, 2009), Chancellor Chandler reaffirmed the principle that the record holder requirements of Section 262(a) demand strict compliance.

Law360 Covers Solera Appraisal**

Appraisal Rights

Today’s Law360 [[$$]] reported on the oral argument conducted yesterday before Chancellor Bouchard in the Solera appraisal case. ** This firm is among the counsel of record in Solera. Discounted Cash Flow Analysis Fair Value Independent Valuation

Appraisal Beyond Delaware: Arizona Takes Guidance from Delaware’s Valuation Methodology

Appraisal Rights

We’ve already seen other states apply their own appraisal statutes; we’ve covered Nevada before, for example. We’re now also seeing other courts look to Delaware courts for the tools and methods behind valuation methods as well, not only in appraisal actions.

More Coverage of Blockchain and Appraisal

Appraisal Rights

In light of blockchain stock ledgers coming to Delaware , commentators and news outlets are starting to take notice. Recently, Bloomberg has covered the idea of stock ledger blockchain, as has the Financial Times [$$].

Delaware Supreme Court Decides DFC Global Appeal**

Appraisal Rights

Today the Delaware Supreme Court reversed and remanded the appraisal decision of the Chancery Court in the highly watched DFC Global case. A more detailed post will follow, but we wanted to flag the ruling in the meantime.

Breaking Down The Clearwire-Sprint Appraisal Ruling

Appraisal Rights

As we previously posted , the Chancery Court appraised the fair value of Clearwire Corp. to be $2.13 per share, substantially below the $5 per share merger price paid by Sprint Nextel Corp in July 2013.

Delaware Gov. Signs Blockchain Bill – Possible Impact on Appraisal

Appraisal Rights

As we have previously covered , Delaware has been considering whether to allow Delaware corporations (with Delaware being the site of the vast majority of appraisal litigation) to use blockchain platforms to issue and trade shares.

A Look Back: When Shareholders Can Change Their Minds

Appraisal Rights

Seven years ago this week, in Roam-Tel Partners v. AT&T Mobility , C.A. 5745-VCS (Del. 17, 2010), then-Vice Chancellor Strine held that in a short-form merger, a stockholder can revoke its prior waiver of its appraisal rights within the twenty-day statutory election period, absent any prejudice to the corporation.

Delaware Supreme Court Reverses and Remands Dell Appraisal Ruling**

Appraisal Rights

The Delaware Supreme Court issued its highly-anticipated ruling today in the Dell appraisal case, reversing and remanding the trial court’s 28% premium awarded to the stockholders. In sum, the court held that where a company is sold in a pristine M&A auction process, the chancery court must give the merger price “heavy weight” in its ruling, leaving it to the trial court to decide just how much weight that should be in this case.

Appeal Under Way in Clearwire Appraisal

Appraisal Rights

On Monday, Law360 [$$] reported that the stockholders in the Clearwire appraisal action filed their opening brief in support of their appeal of the Chancery Court’s ruling, which found the fair value of Clearwire Corp. to be $2.13 per share, well below the $5 per share deal price paid by Sprint Nextel Corp. As reported in the article, on appeal, the stockholders argue that the “staggering discount” awarded by the Chancery Court is “virtually unprecedented.”

More Guidance on Cayman Appraisal

Appraisal Rights

As Cayman appraisal continues to develop, the Harneys firm posted last week about the recent guidance the Grand Court of the Cayman Islands has provided on proper case management in the context of the appraisal proceedings concerning E-House (China) Holdings Limited. This is an emerging area of appraisal that we will continue to monitor. Cayman Appraisal Rights