JD Supra: Mergers

APRIL 16, 2024

(“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its controlling stockholder when the controlling stockholder receives a non-ratable benefit unless the controller conditions the transaction on (1) negotiation by an independent committee and (2) approval by (..)

Negotiation 159

Negotiation M&A Business Mergers 159

Devensoft

JUNE 13, 2023

Purchasing a business is a significant decision that requires careful planning and negotiation. One of the most critical steps in the acquisition process is negotiating the letter of intent (LOI). Key terms to negotiate in a LOI to purchase a Business When negotiating the terms of a LOI, there are several key factors to consider.

Negotiation 52

Negotiation Business Mergers and Acquisitions M&A 52

MergersCorp M&A International

JANUARY 16, 2024

When it comes to mergers and acquisitions (M&A), meticulous corporate administration can make all the difference in ensuring the success and smooth execution of these complex financial transactions. Therefore, it offers a range of corporate administration services to alleviate these burdens and optimize the M&A process.

Corporation 52

Corporation Mergers and Acquisitions M&A Mergers 52

JD Supra: Mergers

JANUARY 2, 2024

9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for nearly 90 percent of the equity. Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. 2022-0718-JTL (Del.

Negotiation 159

Negotiation Funds Corporation Equities 159

JD Supra: Mergers

JANUARY 8, 2024

US Corporate Article - The American Bar Association’s (ABA) Business Law Section has released its 2023 Private Target Deal Points Study (the “Study”), the flagship product of the Market Trends Subcommittee of the Mergers and Acquisitions Committee. private companies.

Mergers and Acquisitions 159

Mergers and Acquisitions Negotiation Acquisitions Mergers 159

JD Supra: Mergers

SEPTEMBER 22, 2023

Corporate mergers, asset acquisitions, and divestitures often include a variety of environmental components or considerations – some of which can be nuanced – that can affect and can be affected by other non-environmental components.

Mergers and Acquisitions 148

Mergers and Acquisitions Negotiation Mergers Corporation 148

Deal Lawyers

FEBRUARY 29, 2024

.; 2/24), Chancellor McCormick refused to dismiss a plaintiff’s claims that the Activision Blizzard board of directors “violated multiple provisions of the Delaware General Corporation Law (the “DGCL”) governing board negotiation and board and stockholder approval of merger agreements” when it authorized the company’s merger (..)

Mergers 100

Mergers Negotiation Government Corporation 100

Devensoft

JUNE 20, 2023

Corporate development through mergers and acquisitions (M&A) is an increasingly popular strategy for companies seeking to drive innovation and growth opportunities. This is where strategic corporate development comes into play. This is where strategic corporate development comes into play.

M&A 52

M&A Corporation Mergers and Acquisitions Mergers 52

JD Supra: Mergers

JUNE 26, 2023

Non-competition agreements and similar restrictive covenants form a bundle of rights and obligations that are hotly negotiated between buyers and sellers in every M&A transaction. Originally Published from Association of Corporate Counsel - June 2023. By: Bilzin Sumberg

M&A 130

M&A Negotiation Corporation 130

Peak Frameworks

SEPTEMBER 19, 2023

In the world of finance and corporate responsibility, two terms frequently arise: "stakeholder" and "shareholder." A shareholder is an individual or entity that owns shares or stock in a corporation. What is a Shareholder? By virtue of their ownership, they possess a direct financial interest in the company's success.

Corporation 52

Corporation Private Equity Mergers and Acquisitions Corporate Finance 52

Shearman & Sterling

APRIL 1, 2024

McCormick granted in part and denied in part defendants' motion to dismiss claims seeking to invalidate the acquisition of a gaming company ("Target") by a large technology company under Delaware General Corporation Law ("DGCL") Sections 251 and 141 and asserting claims of conversion. Sjunde Ap-Fonden v. 19, 2024).

Mergers 52

Mergers Negotiation Mergers and Acquisitions Government 52

Shearman & Sterling

APRIL 1, 2024

McCormick granted in part and denied in part defendants' motion to dismiss claims seeking to invalidate the acquisition of a gaming company ("Target") by a large technology company under Delaware General Corporation Law ("DGCL") Sections 251 and 141 and asserting claims of conversion. Sjunde Ap-Fonden v. 19, 2024).

Mergers 52

Mergers Negotiation Mergers and Acquisitions Government 52

The New York Times: Mergers, Acquisitions and Dive

MAY 5, 2024

After letting exclusive talks with the movie studio Skydance lapse, Paramount’s directors met over the weekend and decided to negotiate with all the suitors.

Negotiation 140

Negotiation Private Equity Mergers and Acquisitions Equities 140

Devensoft

MAY 25, 2023

Corporate restructuring can be a game-changer for any organization, whether it’s a merger, acquisition, or any other strategic move. From identifying the right targets to negotiating deals and integrating teams, there are several critical steps involved in executing a successful restructuring plan.

Corporation 52

Corporation Mergers Acquisitions Mergers and Acquisitions 52

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

In a recent decision, the Delaware Court of Chancery grappled with the question whether—and to what extent—claims for breach of fiduciary duty can be waived ex ante in a corporate shareholder agreement. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] in the case of fraud). [3] in the case of fraud). [3]

Corporation 52

Corporation Investors Negotiation M&A 52

The New York Times: Mergers, Acquisitions and Dive

APRIL 18, 2024

The company and Apollo Global Management are discussing a joint effort, even as Paramount conducts exclusive merger negotiations with Skydance.

Negotiation 144

Negotiation Mergers Management Mergers and Acquisitions 144

The New York Times: Mergers, Acquisitions and Dive

MAY 3, 2024

Negotiations are now likely to focus on another suitor, Sony, which has teamed up with the private equity giant Apollo on a $26 billion bid.

Private Equity 100

Private Equity Negotiation Equities Mergers and Acquisitions 100

The Harvard Law School Forum

NOVEMBER 14, 2022

Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ); Will Corporations Deliver Value to All Stakeholders? Twitter won, and its shareholders and corporate leaders captured large financial gains as a result.

IT 93

IT Corporation Negotiation Government 93

Peak Frameworks

AUGUST 15, 2023

And remember, a well-proofread document is non-negotiable. Advanced Business Writing Tips for Financial Professionals In financial professions, understanding industry jargon is crucial, but it's equally important not to overuse it in your writing. Tailor your language to your audience. Incorporating data is also key.

Business 52

Business Corporation Finance Finance 52

Focus Investment Banking

MARCH 17, 2024

Earnouts in M&A deal negotiations are a vital tool, offering sellers of fast-growing companies potential extra compensation and providing buyers with a risk-reduction method. However, negotiations hit a snag when the seller proposed retaining total operational control during the earnout period.

Professional Services 52

Professional Services Corporate Finance Mergers and Acquisitions Negotiation 52

Shearman & Sterling

SEPTEMBER 21, 2021

On September 13, 2021, the Delaware Supreme Court affirmed the Delaware Court of Chancery's decision holding that a corporation may enforce an advance waiver of appraisal rights against its own stockholders. Manti Holdings, LLC v. Authentix Acquisition Co., 354, 2020, 2021 WL 4165159 (Del.

Negotiation 52

Negotiation Corporation Acquisitions IT 52

Global Newswire by Notified: M&A

MAY 14, 2024

TORONTO, May 14, 2024 (GLOBE NEWSWIRE) -- Virtus Capital Corporation, the asset manager of Virtus Diversified REIT is proud to announce its latest strategic move in expanding its portfolio with the acquisition of a free-standing Walmart tenanted property located in Flin Flon, Manitoba. We originally tied up this property for $5.25

Acquisitions 45

Acquisitions Asset Management Broker Negotiation 45

Growth Business

JANUARY 29, 2024

By Jeannette Linfoot on Growth Business - Your gateway to entrepreneurial success Mergers and acquisitions (M&As) are essential in the corporate world, as companies buy and sell each other to expand their businesses and increase profitability. Once this offer has been presented, the two companies can negotiate terms in more detail.

M&A 87

M&A Business Mergers and Acquisitions Negotiation 87

Shearman & Sterling

SEPTEMBER 21, 2021

On September 13, 2021, the Delaware Supreme Court affirmed the Delaware Court of Chancery's decision holding that a corporation may enforce an advance waiver of appraisal rights against its own stockholders. Manti Holdings, LLC v. Authentix Acquisition Co., 354, 2020, 2021 WL 4165159 (Del.

Negotiation 40

Negotiation Corporation Acquisitions IT 40

Chesapeake Corporate Advisors

MAY 7, 2024

They prepare a business valuation (which tells you what the company is worth), market your business to buyers, facilitate meetings between your management and the buyers’, negotiate with finalists, manage the rigorous due diligence process, and coordinate with the rest of your team.

Business 52

Business Sale M&A Negotiation 52

How2Exit

FEBRUARY 23, 2023

Small and medium-sized businesses (SMBs) are typically characterized by their relatively small number of employees, revenue, and market share compared to large corporations. It is also important to be proactive and persistent in the negotiation process. Negotiating with empathy is an important part of successful negotiation.

Business 130

Business Negotiation DCF Acquisitions 130

The Deal

MAY 25, 2023

Securities and Exchange Commission adopted rules requiring corporations to disclose daily breakdowns about their stock buyback activity in quarterly reports. The rule is a big shift from the existing system where corporations provide quarterly disclosure of aggregate monthly buyback data on a delayed basis. On May 3, the U.S.

Shares 52

Shares Negotiation Mergers Corporation 52

M&A Leadership Council

MARCH 25, 2024

He is a former consultant at McKinsey & Company and expert in the Strategy & Corporate Finance Practice. As part of his strategy and transformation advisory work, Peet occasionally assists corporate clients with M&A. He also managed McKinsey’s global Innovation Practice.

Advisory 52

Advisory Engineering Corporate Finance Economics 52

Sidley Shareholder Litigation

NOVEMBER 1, 2023

While there are limits to a stockholder’s right to inspect books and records under Section 220 of the Delaware General Corporation Law or other sections allowing inspection—and corporations can negotiate the scope of inspection —there are also limits to how vigorously a corporation can resist a stockholder’s inspection demand, particularly when it (..)

Corporation 52

Corporation Negotiation IT 52

The Deal

JANUARY 24, 2024

The idea here is that the activist comes in with a thesis and has good ideas, and they also talk to consultants and can, as part of their negotiations with the company, suggest, ‘If you don’t believe us, and want to learn more about our ideas, let’s just ask a consultant,’” Bieber said.

Consulting 72

Consulting Investment Corporation Investors 72

Chesapeake Corporate Advisors

APRIL 8, 2024

Strong Execution and Negotiation Even the best deal strategy can fall down in execution. It takes a disciplined process to execute a company sale effectively—from the initial discussion about your business and what drives its value, through negotiating and closing the transaction.

M&A 52

M&A Investment Banking Negotiation Economics 52

How2Exit

MARCH 31, 2024

With a career spanning over a decade, Patrick has become an industry-agnostic specialist, facilitating financial diligence, quality of earnings, purchase price negotiation, and offering comprehensive partnership support to his clients. rn rn rn Emotional readiness and concessions are critical in M&A transactions.

Business 130

Business Mergers and Acquisitions Securities M&A 130

The Deal

MAY 18, 2023

Levitsky came to corporate practice in an unusual way, as he explained in this week’s Drinks With The Deal podcast. There was a need for a young lawyer willing and able to be on the ground in Kosovo and negotiate with the parties,” Jon Levitsky said on the podcast, and he became the deal lawyer on the Kosovo peace process. Jonathan E.

Negotiation 52

Negotiation Private Equity M&A Media 52

Sidley Shareholder Litigation

MAY 23, 2023

The court’s decision, at least for now, will have immediate significance for company boards and their advisors when negotiating transactions or stockholder agreements that include measures that may be characterized as defensive or entrenching existing management or directors. Mesa Petroleum Co.

Negotiation 52

Negotiation Government Corporation Management 52

The New York Times: Mergers, Acquisitions and Dive

JULY 11, 2023

Microsoft also said it was negotiating changes to the deal to satisfy objections made by a British regulator, which could allow it to complete its purchase of the video game giant as soon as this month.

Negotiation 73

Negotiation IT Mergers and Acquisitions Corporation 73

Shearman & Sterling

JUNE 2, 2022

the "Corporation") for alleged breach of fiduciary duty. Plaintiffs challenged the merger of the Corporation with Fog Cutter Capital Group, Inc. the "Merger Partner"), which allegedly held more than 80% of the Corporation's stock before the merger. Junger, C.A. 2021-0511-SG (Del. May 25, 2022).

Mergers 52

Mergers Corporation Negotiation M&A 52

The Deal

FEBRUARY 8, 2024

and this subject material was not covered when I was in grad school, and I thought the topic goes over a lot of ground, including negotiation, business law, corporate finance, corporate governance and many ESG topics, and I pitched it to a couple schools in the Washington, D.C., “I have an M.B.A., law and M.B.A.

Government 59

Government Corporation Corporate Finance Investment 59