How2Exit

MARCH 24, 2023

10 Concepts You and I Can Learn About M&A and Creative Deal Structuring From How2Exit's Interview With Roland Frasier Investor, Business Mentor, and Strategist: Watch Here: Here is what my team and I learned from this interview: (These are notes from team members, writers, sometimes AI, and even listeners who submitted what i learned loosely edited and shared here) - If it seems a bit unrefined, you're reading our notes, so. yeah.

M&A 130

M&A Business Mergers and Acquisitions Investors 130

Shearman & Sterling

MARCH 24, 2023

On March 1, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery declined to dismiss a putative class action brought by stockholders of special purpose acquisition company (or "SPAC") GigCapital2, Inc. ("Gig2") against Gig2's controlling stockholder and directors, asserting that they breached their fiduciary duties in connection with Gig2's acquisition of UpHealth Holdings, Inc. and Cloudbreak Health, LLC in a so-called "de-SPAC" merger.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Acquisitions Business 52

Cleary M&A and Corporate Governance Watch

MARCH 24, 2023

In a recent opinion addressing breaches of fiduciary duties and disclosure violations in connection with a take-private of Mindbody, Inc. by Vista Equity Partners, the Delaware Court of Chancery reinforced the significance (to both buyers and sellers) of avoiding conflicts in a sell-side process and ensuring all material facts are disclosed to the target’s board and stockholders.

Private Equity 52

Private Equity Equities Corporation 52

Shearman & Sterling

MARCH 24, 2023

On March 1, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed derivative claims brought by stockholders for breach of the fiduciary duty of oversight under Caremark against the directors of McDonald's Corporation (the "Company"). The decision follows the Court's earlier decision to deny a motion to dismiss similar claims brought against the Company's officers and to extend the Caremark duty to corporate officers, as discussed here.

Corporation 52

Corporation 52

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Trout CPA: M&A

MARCH 24, 2023

Written by Andrew Rice, CPA, CVA , Managing Director of Trout CPA’s Transaction Advisory Services When structuring an M&A transaction, deciding between an asset or stock sale can be an obstacle between buyers and sellers. Finding a transaction structure that works for both parties is critical to the success of the deal. Two solutions have become prevalent in the deal community, though one offers significantly more flexibility.

Advisory 52

Advisory M&A Sale Stock 52

Shearman & Sterling

MARCH 24, 2023

On March 1, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery declined to dismiss a putative class action brought by stockholders of special purpose acquisition company (or "SPAC") GigCapital2, Inc. ("Gig2") against Gig2's controlling stockholder and directors, asserting that they breached their fiduciary duties in connection with Gig2's acquisition of UpHealth Holdings, Inc. and Cloudbreak Health, LLC in a so-called "de-SPAC" merger.

Mergers and Acquisitions 40

Mergers and Acquisitions Mergers Acquisitions Business 40