2018

Exit Planning: When to Engage a Business Valuation

Quantive

If you are considering selling your company step 1 should be understanding what the company is worth. Just like selling a car: before you go to the dealership you consult Kelley Blue Book, right? The same logic holds for a business: you can’t price it well if you don’t know the value.

Top 10 Cross-Border M&A Trends across the Pond

Cooley M&A

In spite of a general environment of political and economic uncertainty and a daily sprinkling of stock market volatility, trade wars, sanctions, the U.S.

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Creating Value in Your Business

RC & Co.

Last month, Rene J. Zarate discussed the starting point for a business owner who receives an unsolicited offer from a third party to buy their business. So, here you are with an unsolicited offer in hand.

Why a business owner can benefit from obtaining a Business Valuation

Sun M&A

For most business owners, their company is their most valuable single asset. So why is it that we tend to know the value of our stock portfolios, our homes and even our cars but don’t have a clear realistic understanding about the value of our business? Doesn’t it make sense to know the value of something that makes up such a large portion of a business owner’s financial portfolio? There are obvious situations in which business owners must have their businesses valued.

Merger Breakup Case: Valuation Questions

Appraisal Rights

Appraisal cases increasingly focus on how markets react to merger news and what one learns from that.

App Valuation: How to Build, Value and Sell an App

FE International

What Is an App? Building Around Value. The Three App Types. Universal Apps. SaaS Apps. How to Value an App. How to Sell an App. Conclusion. Software development is a unique and ever-evolving industry.

AM&AA The Alliance 2018 Summer M&A Conference

Burch & Co.

DATES: July 17th through the 19th. . Please let us know if you are in the Chicago area or will be attending AM&AA and would like to discuss how Burch & Company’s services can fit into your practice. We will be meeting with M&A Advisors and Intermediaries as well as Private Equity groups while attending this conference. Our goal is to get a better understanding of the regional third party compliance needs and to expand our network of contacts.

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Understanding Terms: Main Street vs. Middle Market

Quantive

We often throw around the terms “middle market,” “lower middle market,” and “Main Street.” These are pretty common terms in the finance, banking, and M&A world, but probably less so to most business owners and entrepreneurs. For the sake of clarity we thought we’d dive in.

Growth: Turn Down for What?

Quantive

We spend a lot of time talking (and talking, and talking) about revenue trends and earnings trends and successfully selling or exiting from a small business. A lot of people are going to successfully exit their business. They’ll do it on their own terms and get a reasonable return for their efforts.

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Understanding Seller’s Discretionary Earnings

Quantive

So you’ve heard someone throwing around the term “Seller’s Discretionary Earnings” and you find yourself thinking “my earnings aren’t discretionary at all.”

On Playing Offense

Quantive

“…Whatever Someone Is Willing to Pay” A phrase we hear pretty frequently is “a business is worth what someone is willing to pay for it.” And of course, this is a true statement. When a business sells… that’s the number. But the problem with this statement is that it’s reactionary. Reactionary is bad.

52

SBA Loan Checklist

Quantive

Getting ready to request an SBA Loan for financing? Like a lot of things in life, it’s best to go into it being prepared. That means understanding the SBA Loan Process, and doing all your homework early.

Understand Value Now to Avoid an Uncomfortable Retirement

Quantive

For most entrepreneurs their business is the largest asset that they own. Further most entrepreneurs have built their company with an eye towards and eventual sale and retirement. Given these facts, a successful and enjoyable retirement is largely contingent upon the successful sale of the company.

52

Enterprise vs. Personal Goodwill: How they differ and affect divorce valuations

Quantive

Estimating a value of intangible assets such as goodwill can be highly speculative. This is often a significant point of contention in scenarios involving two parties rallying for a fair market value of a business. We see it all the time in divorce proceedings.

5 Steps to Selling Your Business

Quantive

Selling a business can be a stressful event. Given the size of the asset – and likely it’s importance to your retirement – you can just imagine that there are going to be some white knuckle moments.

52

MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement.

How much disclosure of deal dirty laundry is necessary in order to fully inform a Corwin/Volcano cleansing vote?

Cooley M&A

In Elizabeth Morrison v. Ray Berry et.

UK Government Proposes New Regime for Acquisitions That Have National Security Implications

Cooley M&A

On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications.

UK Government Introduces Lower National Security Merger Review Thresholds

Cooley M&A

Under new measures coming into force on 11 June, the UK government will have greater powers to intervene in mergers that potentially raise national security concerns due to the target’s involvement in military and dual-use technologies and certain categories of advanced computer technology.

Ninth Circuit Rules Tender Offer Disclosure Challenges Do Not Require Proof of Intent to Deceive

Cooley M&A

On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than fraudulent intent (scienter).

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M&A: Key Considerations in Transactions with EU Employees

Cooley M&A

The employment law landscape across the EU Member States is often markedly different from that in the US. Here, we take a look at five important employment issues to be aware of when a transaction includes employees in the EU. Employee Representative Organizations.

M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction

Cooley M&A

Article 2 of 4.

The Cooley Outlook for 2018 M&A

Cooley M&A

What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game.

TechCrunch Equity Podcast: 2017’s Top Tech Acquisitions and What’s in Store for 2018

Cooley M&A

The January 12, 2018, edition of TechCrunch’s weekly venture capital-focused podcast, Equity, looks back at the past year’s M&A transactions and evaluates what’s in store for 2018.

US vs UK Private M&A – Two Agreements Divided by a Common Language?

Cooley M&A

The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. To the untrained eye, acquisition and sale agreements governed under either system may appear very similar, and differences are classified as “form over substance.”

Breaking multiple records across the board

Cooley M&A

Cooley M&A partner Michal Berkner comments in Acquisition Daily on the active year in M&A dealflow.

Questions business owners always ask about the sale of their business

Sun M&A

Selling a business is a once-in-a-lifetime endeavor for many business owners. It is critical, therefore, that you are fully informed prior to moving forward with the business sale process. Having specialized in managing the sale of privately held companies for the past 30 years, I have received many questions about the business sale process. The following are four of the more commonly asked questions that business owners have: 1. How long will it take to sell my business?

Does Hong Kong Offer Appraisal Rights?

Appraisal Rights

Not really, and definitely not in the way Delaware does, at least according to this 2013 analysis. Hong Kong lacks a general appraisal remedy; instead, at least for public companies, the takeover must be evaluated by an independent advisor and those finding made available to shareholders.

Appraisal Action Leads to Insurance Action

Appraisal Rights

Does D&O insurance cover appraisal? Last year we discussed this topic – and now Solera Holdings** has sued its D&O insurance providers alleging that they have refused coverage for the costs of the appraisal action as well as the interest Solera owes.

Does Ukraine Have Appraisal Rights?

Appraisal Rights

Yes, at least according to this article by Nobles Law , a Ukrainian firm. Ukrainian appraisal appears to borrow some items from Delaware law.

Comcast and Fox in Bidding War for Sky PLC

Appraisal Rights

The Columbia Blue Sky Blog posted last week on the impending auction for Sky PLC, where Professors Albert Choi and Eric Talley set the stage for the “shotgun economic jousting match between Comcast and Fox.”. Auction Design

Appraisal By Contract

Appraisal Rights

While appraisal is typically a creature of statute, appraisal rights can also be a creature of contract–in particular, when an operating agreement, charter, or similar foundational document provides for them (including when a certificate of designation provides for the value of preferred stock ).

Cayman Appraisal–An Update From the Islands

Appraisal Rights

Loeb Smith, a law firm with a Cayman office, provides this update on dissenters’ rights in the Cayman Islands, focusing on recent developments in interim payments.

Guidance on Appraisal Notices (Law360 [$$$])

Appraisal Rights

What do companies need to include in appraisal notices? According to a recent analysis piece in Law360 [$$$], more than they currently disclose. Analyzing a July 2018 opinion by Chancellor Bouchard – Cirillo Family Trust v. Moezinia , No.

Delaware Chancery Decides Solera** and Norcraft Appraisals

Appraisal Rights

The Delaware Court of Chancery just issued two new appraisal rulings: Solera (C. Bouchard) : the Court awarded merger price less synergies, which comes out to 3.4% below deal price; we have previously reported on the Solera case here ; and. Norcraft (V.C. Slights) : the Court awarded a premium of 2.5%

A Review of BlockChain and Appraisal (And Governance)

Appraisal Rights

The possible impact of blockchain based shareholder governance, including shareholder voting, has been a hot topic in recent years. We’ve covered a number of potential intersections between blockchain and corporate governance (including appraisal) before.

Guest Post: EU Appraisal Rights in Focus

Appraisal Rights

In contrast to the United States, where an enabling legal regime and a fortunate confluence of a variety of factors have led to a surge of appraisal petitions and appraisal arbitrage, the appraisal remedy remains a sparingly utilized weapon in the arsenal of shareholders in the EU.