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. An important corollary to that statutory authority is the bedrock principle under Delaware law that directors are fiduciaries to the corporation and its stockholders. Barbara Borden.

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Negotiation M&A Corporation Stock 40

Cooley M&A

APRIL 5, 2024

The court suggested a “golden share” approach, meaning that a company could use its blank check authority to issue a “single golden share” of preferred stock and grant that preferred stock governance rights in its certificate of designations.

M&A 52

M&A Mergers and Acquisitions Mergers Corporation 52

Cooley M&A

JANUARY 25, 2024

The UK Competition and Markets Authority (CMA) and the European Commission (EC) continued to thoroughly scrutinize cross-border deals, with mixed results for dealmakers. In one of the most high-profile examples of this increased scrutiny, the US Federal Trade Commission (FTC) attempted to block Horizon Therapeutics’ $29.3

M&A 52

M&A Mergers and Acquisitions Government Investment 52

Cooley M&A

OCTOBER 4, 2023

Board committees may be used for convenience or to manage conflicts in a strategic process, but boards must thoughtfully assess the purpose and scope of authority of a committee at the time of its creation in order to ensure the committee fulfills its objectives and does not introduce risk into an otherwise well-managed process.

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Mergers and Acquisitions Sale Stock Management 52

Cooley M&A

SEPTEMBER 1, 2017

The complaint also alleged that the special committee did not have an effective mandate since at the start of negotiations, it was only authorized to hire legal and financial advisors. Barbara Borden. The court easily dismissed these allegations. Jamie Leigh. Meredith Beuchaw. Patrick Gibbs. Craig Menden. Steven Tonsfeldt.

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Sale Negotiation M&A Mergers 52

Cooley M&A

JANUARY 25, 2023

Contributors Jamie Leigh Barbara Borden Bill Roegge Kevin Cooper Ian Nussbaum Vicky Kandabarow Cristina Lombardi Meredith Klionsky Jenna Miller Megan Browdie One thing is for certain – we’ll have lots to talk about this time next year. [1] 4] Deal Point Data; Cooley analysis.

M&A 52

M&A Mergers and Acquisitions Private Equity Mergers 52

Cooley M&A

MARCH 17, 2020

Any special committee formed for this purpose must include the following features: (i) only members that are independent directors; (ii) delegation of full authority of the board to reject or accept proposals and (iii) authority and autonomy to retain outside advisors dedicated solely to the committee. Barbara Borden.

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Negotiation M&A Stock Insurance 40