November, 2021

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Software risks in private equity buyouts

Synopsys: M&A

Software due diligence is essential in private equity buyouts. Learn about software security risks and proactive approaches to managing them. The post Software risks in private equity buyouts appeared first on Software Integrity Blog.

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A Snapshot of the Investor & PubCo Landscape Heading Into 2022 (Stakeholder Activism, Elliott’s Standstill, Singer and Fink, Penner Out, Universal Proxy Cards, and the “S” in ESG at ATVI)

Transactional Delights

Disclaimers: [link] Here are a few notes and connections on the investor and public company landscape, including some thoughts on stakeholder activism and the “S” in ESG: On November 13, Elliott and DUK announced a cooperation agreement for the appointment of two directors to DUK’s Board, in addition to one director to be named by March 31, 2022 that is mutually agreeable to DUK and Elliott.

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Delaware Court Of Chancery Declines To Dismiss Derivative Claims, Finding Wrongful Refusal Of Demand Adequately Pleaded

Shearman & Sterling

On October 29, 2021, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to dismiss derivative claims for breach of fiduciary duties brought by stockholders of BioDelivery Sciences International, Inc. (the "Company"). Drachman v. BioDelivery Scis. Int'l, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021). Plaintiffs alleged that the board improperly adopted two amendments to the Company's certificate of incorporation.

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Top Eight M&A Challenges

Mergerware

Even the greatest companies can fail M&A deals. It is an industry-accepted truth that a majority of companies fail to meet their targets and deal objectives. Simply because businesses struggle to navigate the many hurdles which can arise during an M&A. Listed below are the top five challenges that deserve special attention. Technology Gaps A company’s […].

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Navigating the Future: Generative AI, Application Analytics, and Data

Generative AI is upending the way product developers & end-users alike are interacting with data. Despite the potential of AI, many are left with questions about the future of product development: How will AI impact my business and contribute to its success? What can product managers and developers expect in the future with the widespread adoption of AI?

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M&A Conundrum: Where Do High Valuations Leave Sellers’ Kids?

PCO M&A Specialists

Imagine you’re a baby boomer who owns a pest control company. You always thought you’d pass down the business to your children, either through a buyout scenario or a family trust, before exiting to enjoy your well-earned retirement. You may have discussed this plan explicitly or casually with your children over the years. Now imagine the going rate for your business is three times what you expected it would be.

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Past Event: Berkeley Fall Forum on Corporate Governance

Cooley M&A

Cooley and the Berkeley Center for Law and Business met for a two-day hybrid conference, featuring panel discussions, workshops and interviews on cutting-edge topics in corporate governance, M&A and business law. The Berkeley Forum was hosted live in San Francisco, in accordance with local safety regulations and vaccine mandates, and was also available for participants to join virtually via Zoom Events.

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Delaware Court Of Chancery Declines To Dismiss Derivative Claims, Finding Wrongful Refusal Of Demand Adequately Pleaded

Shearman & Sterling

On October 29, 2021, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to dismiss derivative claims for breach of fiduciary duties brought by stockholders of BioDelivery Sciences International, Inc. (the "Company"). Drachman v. BioDelivery Scis. Int'l, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021). Plaintiffs alleged that the board improperly adopted two amendments to the Company's certificate of incorporation.

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