Remove authors ben-beerle
article thumbnail

Delaware Double Whammy Casts Doubt on M&A Practices

Cooley M&A

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
article thumbnail

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

Cooley M&A

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.

article thumbnail

Cooley’s 2021 Life Sciences M&A Year in Review

Cooley M&A

Ben Beerle. The prevalence of structured acquisitions, however, may be limiting the development of such shelved drugs because the economics of the milestones specified in the merger agreement may not be warranted by the risk?adjusted adjusted market opportunity for a potential new use. 30, 2021. [8] Contributors. Barbara Borden.

M&A 40