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Delaware Court Of Chancery Rejects Forum-Selection Charter Provision For Federal Securities Law Claims

Shearman & Sterling

The case involved three corporations that adopted federal forum-selection provisions for Securities Act claims in their respective certificates of incorporation prior to their initial public offerings. 2017-0931-JTL (Del.

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Delaware Court Of Chancery Rejects Forum-Selection Charter Provision For Federal Securities Law Claims

Shearman & Sterling

The case involved three corporations that adopted federal forum-selection provisions for Securities Act claims in their respective certificates of incorporation prior to their initial public offerings. 2017-0931-JTL (Del.

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M&A Blog #12 – sell-side acquisition (preparation)

Francine Way

PE funds typically have 4-to-7-years ownership windows for an investment and look for an exit at the end of that period through a sale or an IPO (initial public offering). An open-ended process distracts management, can cause corporate performance to suffer, and opens the possibilities for adverse market conditions.

M&A 130
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Delaware Double Whammy Casts Doubt on M&A Practices

Cooley M&A

In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory requirements and not market practice, no matter how prevalent. Board designation requirement Not facially invalid Valid because ultimate corporate action is subject to stockholder independent review.

M&A 52
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Platform or Bolt-on: Two Different, Compelling Paths of Private Equity Investment

Chesapeake Corporate Advisors

When a PE firm purchases a business, the intent is to grow the company substantially (through organic growth and acquisitions) and quickly (usually within three to seven years) with the goal of a successful sale, to another PE firm, a strategic buyer, or through an Initial Public Offering (IPO).

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“To the Moon”: The Rise of the Retail Investor and What this Means for Dealmakers

Deal Law Wire

These communities have shown at times that their investment decisions are not just guided by financial returns, but other corporate governance factors as well. Private Companies.

Retail 40
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Dual-Track Processes: How to Turbocharge Your Exit

Cooley M&A

Pursuing a “dual-track” process involves preparing for an initial public offering at the same time as running a private M&A process, often through an auction. Undertaking an IPO typically takes three to six months and a large part of the timetable is influenced by third parties who help prepare and review the offer document.

IPO 52