Shearman & Sterling

JUNE 30, 2020

On June 22, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted a motion to dismiss a derivative claim for aiding and abetting breaches of fiduciary duty brought by stockholders of Oracle Corporation against the CEO and Chairman of NetSuite, Inc., 2017-0337-SG (Del. In Re Oracle Corp. June 22, 2020).

Mergers and Acquisitions 52

Mergers and Acquisitions Negotiation Corporation Mergers 52

Shearman & Sterling

JUNE 30, 2020

On June 22, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted a motion to dismiss a derivative claim for aiding and abetting breaches of fiduciary duty brought by stockholders of Oracle Corporation against the CEO and Chairman of NetSuite, Inc., 2017-0337-SG (Del. In Re Oracle Corp. June 22, 2020).

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Corporation Mergers 40

IBG

MARCH 14, 2024

Some R&W provisions are boilerplate, while others are negotiated and carefully tailored to the deal, the nature of the company, its operations and financial condition, and how the seller has described them. Whether and how the policy premium will be split between buyer and seller is a matter for negotiation. “No

Sale 52

Sale Business M&A Insurance 52

Cooley M&A

MAY 17, 2017

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). thus far in 2017 and a few directors (four in 2016) failed to earn majority support. See our December 2016 client alert. in 2015 to 7.2%

IPO 52

IPO Government Advisory Corporation 52

Peak Frameworks

SEPTEMBER 12, 2023

While they're seen in numerous sectors, their significance shines particularly in investment banking , private equity, and corporate finance. Remember the tumultuous acquisition attempt of Unilever by Kraft Heinz in 2017? For an investment banker, this could range from due diligence, and financial modeling, to deal negotiations.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Cooley M&A

NOVEMBER 1, 2018

It remains a seller’s market, and corporate giants are reaching for M&A to head off competitive threats and expand their businesses. corporations following the U.S. tax reforms adopted at the end of 2017. Mega-deals rule. The value paid for desirable targets has generally been creeping upwards.

M&A 52

M&A Mergers and Acquisitions Government Business 52

Cooley M&A

JULY 9, 2021

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. took private in 2017 for $315/share.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Growth Business

MARCH 1, 2024

Rob Myers, senior partner and UK head at Equistone Partners Europe explains how over the past 30 years, private equity has evolved into a central component of the European corporate funding landscape – particularly in the UK. The data below from Statista shows the volume of UK private equity deals between 2017 and 2022.

Private Equity 59

Private Equity Equities Investment Business 59

Cleary M&A and Corporate Governance Watch

AUGUST 15, 2023

The Company’s limited liability company agreement (the “LLC Agreement”) provided for a structure that mimicked a corporation, with a board of managers and officers. [2] 3] The controlling investor (the “Controller”) initially launched a two-tiered tender offer to purchase the minority holders’ shares for $25.75 in cash thereafter. at 33-43.

Mergers 52

Mergers Investors Management Corporation 52

Wizenius

MARCH 25, 2023

The company made a provision for this amount, which was later added back to EBITDA during negotiations with potential buyers of BP assets. GE: In 2017, GE made a $6.2 In its 2020 fiscal year, ExxonMobil Corporation reported EBITDA of $33.4 BP: In 2010, BP had to pay $20 billion for the 2010 Deepwater Horizon oil spill.

Insurance 52

Insurance IT Investment Shares 52

Cooley M&A

JANUARY 24, 2020

According to Cornerstone Research , the number of M&A class action filings increased from 34 in 2015 to 85 in 2016, 198 in 2017, and 182 in 2018. This past year we also witnessed an uptick in stockholder books and records demands (under Section 220 of the Delaware General Corporation Law) in connection with M&A transactions.

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

IBG

AUGUST 1, 2024

We are always alert to the tax aspects and, during the sale and negotiating process, will work to negotiate a structure that favors the seller. Deal structure can help whittle down the actual taxes through buyer-seller negotiations and cooperation.” 5 million adjusted for inflation since 2017). million (i.e., $5

Sale 52

Sale Business Negotiation M&A 52

Cooley M&A

FEBRUARY 22, 2017

In order to ensure that deal claims are heard in Delaware and to benefit from the recent case law, targets now routinely adopt bylaws designating Delaware as the exclusive forum for breach of fiduciary duty and other intra-corporate claims in advance of signing a deal. Read more from our 2017 M&A Trends Series. The Trump Effect.

M&A 40

M&A Insurance Negotiation Corporation 40

Cooley M&A

FEBRUARY 15, 2017

We expect this trend to continue, with mid-market and smaller deals driving the deal count in 2017. Dealmakers appear much more optimistic in the first quarter of 2017 than at this same time last year, in part because of greater optimism about the IPO market and the potential for favorable corporate tax and other regulatory changes.

M&A 40

M&A IPO Pharmaceutical Valuation 40

Cooley M&A

SEPTEMBER 13, 2017

In spring 2017, Boulbain accepted a position as CEO of Petunia Pickle Bottom and Moby Wrap, both California-based competitors of Ergo. Moreover, Boulbain allegedly solicited several of his former colleagues at Ergo to work for the new companies. Under a recent California statute (i.e.,

M&A 52

M&A IT Government Negotiation 52

Focus Investment Banking

MAY 14, 2025

This is not a totally new trend either as corporate interest in reshoring initiatives has been steadily growing over the last few years. President Trump has suggested lowering the corporate tax rate from 21% down to 15%. Trumps proposed tax package would extend the 2017 tax cuts, which brought the corporate rate down from 35%.

Manufacturing 52

Manufacturing M&A Middle Market Trading 52

The TRADE

DECEMBER 31, 2024

Bruno Lettich, global head of rates trading, Standard Chartered and Thomas Kikis and global co-head, corporate sales and head of markets, US and Americas, Standard Chartered The coming change in US administration will see a front-loaded agenda of policy change in 2025.

Trading 52

Trading Government Risk Management Investors 52