Quantive
DECEMBER 18, 2018
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.
Cooley M&A
NOVEMBER 1, 2018
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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RC & Co.
MARCH 21, 2018
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.
FE International
MARCH 14, 2018
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.
Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker
Join Wayne Spivak, experienced CFO and corporate finance expert, for an insightful discussion on managing cash flow and company profitability.
Sun M&A
JUNE 26, 2018
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.
Appraisal Rights
DECEMBER 10, 2018
Appraisal cases increasingly focus on how markets react to merger news and what one learns from that.
Business Valuation Zone brings together the best content for business valuation professionals from the widest variety of industry thought leaders.
Quantive
DECEMBER 17, 2018
Here’s a quick one: A common objection we see from owners exploring an exit is “well if my company is only worth X annual earnings, I could just keep running it.” And you know what? Yes, you could. In fact, you could keep running it until X approaches infinity.
Quantive
DECEMBER 14, 2018
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.
Quantive
NOVEMBER 28, 2018
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.
Quantive
NOVEMBER 27, 2018
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.”
Speaker: Joe Apfelbaum, CEO of Ajax Union
In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll also learn how to effectively use intent data to drive business results.
Quantive
NOVEMBER 25, 2018
“…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.
Quantive
NOVEMBER 20, 2018
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.
Quantive
NOVEMBER 14, 2018
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.
Quantive
NOVEMBER 3, 2018
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.
Quantive
NOVEMBER 1, 2018
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.
Cooley M&A
OCTOBER 29, 2018
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.
Cooley M&A
AUGUST 7, 2018
In Elizabeth Morrison v. Ray Berry et.
Cooley M&A
AUGUST 1, 2018
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.
Cooley M&A
MAY 29, 2018
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.
Cooley M&A
MAY 2, 2018
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).
Cooley M&A
MARCH 28, 2018
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.
Cooley M&A
FEBRUARY 28, 2018
Article 2 of 4.
Cooley M&A
FEBRUARY 8, 2018
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.
Cooley M&A
JANUARY 12, 2018
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.
Cooley M&A
OCTOBER 25, 2018
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.”
Cooley M&A
JUNE 8, 2018
Cooley M&A partner Michal Berkner comments in Acquisition Daily on the active year in M&A dealflow.
Sun M&A
MARCH 1, 2018
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?
Appraisal Rights
DECEMBER 3, 2018
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 Rights
OCTOBER 16, 2018
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.
Appraisal Rights
OCTOBER 8, 2018
Yes, at least according to this article by Nobles Law , a Ukrainian firm. Ukrainian appraisal appears to borrow some items from Delaware law.
Appraisal Rights
SEPTEMBER 24, 2018
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 Rights
SEPTEMBER 11, 2018
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 ).
Appraisal Rights
AUGUST 31, 2018
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.
Appraisal Rights
AUGUST 22, 2018
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.
Appraisal Rights
AUGUST 1, 2018
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%
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