Erik A. Lopez

SEPTEMBER 23, 2015

” Thus, the MAE qualification renders some adverse events irrelevant and non-actionable under the agreement. Note that, in this context, the inclusion of the MAE concept is favorable to the seller because it reduces the disclosure obligations and risk of breach by the seller. Material Adverse Effect Definition.

Net Debt

Reynolds Holding

FEBRUARY 20, 2023

As required by the statutory text under Section 27B, the proposed rule would exempt risk-mitigating hedging activities, liquidity commitments and bona fide market-making activities. Risk-mitigating hedging activities. Bona fide market-making activities. Liquidity commitments.

Marketability

Cooley M&A

MARCH 1, 2019

These include prevailing market sentiment, current appetite for acquisitions in a particular sector and the political and economic environment, all of which can change well within a given transaction timetable. To determine whether a dual-track process is right for your company, consider these six key questions: 1.

Equity

Cooley M&A

DECEMBER 15, 2020

The Shadowy and Elusive Series of Events. Unable to obtain financing due to title concerns and market turmoil caused by COVID-19, on April 17 (the previously agreed upon closing date), Mirae issued a formal notice to Anbang asserting that it was not required to close. Key Takeaways.

Debt Financing

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. The Merger Agreement.

Compliance

Class VI Partner

JULY 28, 2021

Smart sellers will prepare for this type of due diligence by having their own accounting firm perform a similar analysis prior to take the company to market. This method can be complicated in the event actual EBITDA as diligence by a buyer turns out to be less than the EBITDA represented by the buyer in its selling materials.

EBITDA

Appraiser Newsroom

JUNE 4, 2024

ASA International Conference is the leading event for the global valuation profession. He is the Director of the Pepperdine Private Capital Markets Project (privatecap.org) and Executive Director for the Pepperdine Most Fundable Companies competition (pepperdine.edu/mfc). Dr. Everett He holds a Ph.D.

Business Valuation

Brian DeChesare

JULY 27, 2022

Let’s say that Target has a bond with an 8% Yield to Maturity , i.e., you earn an internal rate of return (IRR) of 8% if you buy the bond at its current market price and hold it until maturity. The Walmart bond’s YTM is still 5%, so its market price is the same. We’re betting that company-specific factors will change each bond’s price.

Equity

Reynolds Holding

MAY 23, 2023

That’s why they passed the Securities Exchange Act of 1934, which covered intermediaries such as exchanges and broker-dealers as well as established our agency to oversee the securities markets. 3] SEC Commissioner Robert Healy told Congress in 1940 that, left unchecked, these risks and conflicts had produced a “shocking” number of abuses. [4]

Banking

Reynolds Holding

AUGUST 9, 2023

Require these banking organizations to calculate their risk-based capital ratios under the existing standardized approach and expanded standardized approach (a “dual-stack” requirement), and use the lower (less favorable) ratio of the two. Eliminate the opt-out for accumulated other comprehensive income (“AOCI”).

Banking

Class VI Partner

JULY 28, 2021

Buyers and sellers often disagree about what are truly one-time expenses (one of our favorite sayings is: “Life is a series of one-time events”), or what expenses a buyer should not expect to incur going forward (e.g., Asset Value Asset Value can refer to one of two things: the book value of a specific asset (i.e.,

Book Value

Harvard Corporate Governance

NOVEMBER 21, 2022

Ten Key Developments to Consider when Updating Annual Report Risk Factor Disclosures. Market Conditions : Changes in global economic conditions, including volatile equity capital markets, may adversely affect a company’s business, revenues, and earnings. A Note on Hypotheticals.

Technology

Reynolds Holding

APRIL 15, 2025

3] The Values of Both DE and Non-DE Companies Evolved Similarly This event study covers the period starting with the introduction of SB21 in Delawares legislature on February 17, 2025, and ending with its passage and signing on March 26, 2025. It is also possible that the market anticipated SB21s introduction before it was proposed.

Firm-specific Risk

Reynolds Holding

MAY 22, 2025

I further propose integrating ex-post reporting of these add-ons into the existing framework, enabling investors to assess broker-dealer consistency and compare costs, thereby promoting informed firm selection and fostering competitive markets beyond mere name recognition.

Marketability

Equidam

MAY 2, 2025

The core idea is to identify businesses with characteristics similar enough to the target startup that their known valuations or transaction metrics can provide a relevant market perspective. This approach goes by several names, including Comparable Company Analysis (CCA), the Market Comparable Method, or the Multiples method.

Comps

Reynolds Holding

NOVEMBER 17, 2024

Circuit denied the Commodity Futures Trading Commission’s (“ CFTC ”) motion for an emergency stay pending its appeal of a lower court decision, greenlighting the trading of elections event contracts. 3] This week’s election results have seemingly confirmed expectations set by elections betting markets, which had projected a Trump victory.

Marketability