Cooley M&A

AUGUST 27, 2020

While ambiguity is often revered in our entertainment, it is certainly less welcome in legal writing, which is why it’s comforting to read a Delaware opinion (for what else would us lawyers do in our spare time!) In a nutshell, under Section 141(f) of the DGCL, a board may act by unanimous written consent, as long as there is a proper quorum.

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Cooley M&A

JULY 20, 2023

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. This case-by-case standard has caused years of ambiguity – and corresponding reasoned legal opinions! Alexy (Del.

Equity 52

Equity Marketability 52

Appraiser Newsroom

JULY 5, 2022

With over 15 years’ experience as a market analyst and journalist, Avi’s research reports and opinion pieces have a loyal following in both the diamond and jewelry trade and the investment community. Gave the Rolex section for the first wristwatch only educational seminar for NAWCC.

Appraisal 40

Appraisal Banking Accounting Firms Business Valuation 40

Cooley M&A

AUGUST 11, 2020

Section 141(a) of the Delaware General Corporation Law imbues boards with the unique authority to manage or direct the affairs of a corporation. Contributors. In Captain Phillips , a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” [1] Haley (Del.

Technology 40

Technology 40

Cooley M&A

MAY 5, 2020

When the special committee was reconstituted for purposes of considering the challenged transaction, the committee hired a new financial advisor who resigned the very next day, after which the committee hired a third financial advisor who ultimately rendered a fairness opinion in connection with the transaction. Contributors.

Finance 40

Finance Equity Technology 40

Cooley M&A

MAY 21, 2021

Chancellor McCormick’s opinion in Snow Phipps Group, LLC, et al. Parties often include language mirroring the prevention doctrine in the termination section of a purchase agreement (e.g., Contributors. KCake Acquisition, Inc., Transaction Background: Not Selling Like Hotcakes. Caitlin Gibson. Barbara Borden.

Debt Financing 40

Debt Financing Finance Equity Private Equity Firm 40

Cooley M&A

OCTOBER 4, 2023

Contributors Jamie Leigh Barbara Borden Jason Kent Chad Mills Ben Beerle Kevin Cooper Bill Roegge Cullen Speckhart Olya Antle Matan Neuman Careful observance of corporate formalities is critical to withstanding challenges to a strategic process.

Equity 52

Equity Finance Equity Financing Marketability 52