September, 2021

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Cooley Named Corporate Firm of The Year at LMG Life Sciences Awards

Cooley M&A

Cooley has been named Corporate Firm of the Year at the ninth annual LMG Life Sciences Americas Awards. “It’s been a truly remarkable year as we continue to help our clients with a broad range of ‘bet-the-company’ transactions,” said Kay Chandler, chair of Cooley’s global life sciences industry practice. “We’re honored to receive this external validation for our market-leading practice,” added Christian Plaza, practice vice chair.

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Delaware Supreme Court Holds That Stockholders' Statutory Appraisal Rights Can Be Waived In A Negotiated Contract

Shearman & Sterling

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., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021). The Delaware Supreme Court held that Delaware law does not prohibit sophisticated and informed stockholders—who were represented by counsel and had bargaining power—from waiving

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NEWS FLASH: House Ways and Means Committee Releases Proposed Changes to Capital Gains Tax Rates

Sica Fletcher

Back in the spring, we published a news flash describing the potential tax increases that the Biden Administration had proposed in order to fund its economic and social platform. The most important provisions relating to the sale of a business included proposals to (i) increase the top capital gains tax rate from 20% to ordinary income tax rates for those earning over $1 million and (ii) to increase the highest personal income tax rate from 37% to 39.6%.

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Spot Cyber & IT Challenges

M&A Leadership Council

Spot Cyber & IT Challenges Through Improved Due Diligence . By Mark Herndon, Chairman, M&A Leadership Council . Cybersecurity and IT due diligence has become one of the most challenging, and also one of the most critical areas of due diligence in any environment. The risks of brand damage, customer churn, and substantial costs have brought this topic to the forefront in many recent M&A Leadership Council workshops.

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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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How Truelytics and Consultants Work Together

Truelytics: M&A

Nearly 25 years ago, Owen Dahl , board member and Head of Professional Services at Truelytics realized that a great wave of transition was coming for the wealth management industry and the industry wasn't prepared to handle it. At the time financial advisors, RIAs, and broker-dealers relied exclusively on expensive consultants to measure a business's performance and valuation.

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Past Event: Webinar: The Impact of Foreign Investment Screening Regimes on M&A Transactions

Cooley M&A

Recent years have seen a proliferation of foreign investment screening and control regimes worldwide, and with them, heightened government scrutiny of foreign investment transactions. The implementation of such “foreign direct investment” (FDI) regimes has accelerated as national governments broaden their conceptions of national security issues and seek to protect an expansive range of industries and technologies.

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Delaware Court Of Chancery Upholds Alleged Safety-Related Caremark Claims Against Airplane Manufacturer's Board

Shearman & Sterling

On September 7, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery largely denied a motion to dismiss a stockholder derivate suit against the directors of The Boeing Company (the "Company") in the wake of two fatal crashes of an airplane it manufactured. In re The Boeing Co. Derivative Litigation, No. 2019-0907-MTZ (Del. Ch.

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Cooley Bolsters Elite M&A Practice With Key Midwest Hire

Cooley M&A

Neal Aizenstein has joined Cooley’s mergers and acquisitions practice group in the firm’s newly launched Chicago office. Most recently serving as chair of DLA Piper’s Chicago corporate group, Aizenstein is known for his strong leadership and decades advising companies and boards of directors on high-profile transactions with public and private companies.

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The Lawyer Shortlists Cooley for Transatlantic Corporate Team of the Year

Cooley M&A

The Lawyer has shortlisted Cooley for Transatlantic Corporate Team of the Year as part of its annual awards, which will take place virtually on November 2. Judges selected finalists for the Transatlantic Corporate Team of the Year award based on standout corporate transactions in one of the following fields: IPOs, public M&A, private equity or corporate reorganizations.

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Predictions You Can Rely On: How Data Drives Successful Financial Forecasting

Speaker: Robbie Bhathal, Founder & CEO, and Matthew Acalin, Head of Credit Intelligence

In today's volatile financial environment, how confident are you in your company’s financial forecasting? To get the most accurate cash predictions that will lead to long-term financial survival, real-time data is critical. Innovative cash management strategies can lead to better credit opportunities, more sustainable growth, and long-term financial prosperity.

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Proposed Federal Tax Legislation Would Reduce QSBS Benefit and Raise Capital Gain Rates

Cooley M&A

Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and increasing the tax rate on long-term capital gains, in each case for noncorporate upper-income taxpayers. Section 1202 of the Internal Revenue Code of 1986 (the Code) provides an exclusion from income for noncorporate taxpayers on gain from sales of QSBS held for more than fi

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Delaware Supreme Court Holds That Stockholders' Statutory Appraisal Rights Can Be Waived In A Negotiated Contract

Shearman & Sterling

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., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021). The Delaware Supreme Court held that Delaware law does not prohibit sophisticated and informed stockholders—who were represented by counsel and had bargaining power—from waiving

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Kevin Roberts

M&A Leadership Council

Kevin Roberts Senior Advisor, M&A Partners Kevin Roberts has over 25 years of experience growing middle-market sized businesses both as a principal investor and as a strategic advisor. Presently, Kevin is Managing Director of Fidelitas Capital Partners, a private equity sponsor focused on buyouts and growth-oriented equity recapitalizations of established lower middle-market sized companies.

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Delaware Court Of Chancery Upholds Alleged Safety-Related Caremark Claims Against Airplane Manufacturer's Board

Shearman & Sterling

On September 7, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery largely denied a motion to dismiss a stockholder derivate suit against the directors of The Boeing Company (the "Company") in the wake of two fatal crashes of an airplane it manufactured. In re The Boeing Co. Derivative Litigation, No. 2019-0907-MTZ (Del. Ch.

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How Embedded Analytics Gets You to Market Faster with a SAAS Offering

Start-ups & SMBs launching products quickly must bundle dashboards, reports, & self-service analytics into apps. Customers expect rapid value from your product (time-to-value), data security, and access to advanced capabilities. Traditional Business Intelligence (BI) tools can provide valuable data analysis capabilities, but they have a barrier to entry that can stop small and midsize businesses from capitalizing on them.

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Cooley Shortlisted for M&A Team of the Year at Legal Week’s British Legal Awards

Cooley M&A

Legal Week has nominated Cooley for its M&A Team of the Year in the large deal category as part of the 2021 British Legal Awards , which honor the best of the best within the UK’s legal community. Legal Week selects nominees for this award based on execution of M&A deals that set new standards in the delivery of legal services, thereby demonstrating the firm’s market-leading position.

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