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Delaware Double Whammy Casts Doubt on M&A Practices

Cooley M&A

While the ruling has broad implications for many current arrangements (particularly stockholder agreements for public companies), it did provide a path forward, noting that many of these provisions would have been valid if included the corporation’s certificate of incorporation instead of the stockholder agreement.

M&A 52
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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. The risk tolerance of the high-vote stockholder and the dual-class company’s board.

M&A 59
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Cooley’s 2022 Life Sciences M&A Year in Review

Cooley M&A

Although there were 104 initial public offerings of biotechnology companies in 2021 that raised nearly $15 billion in funds, 2022 saw only 22 such IPOs collectively raising less than $2 billion. Let’s dig in. Activists may be able to take advantage of high trading volumes to accumulate positions without early detection.

M&A 40
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Cooley’s 2022 Tech M&A Year in Review

Cooley M&A

Some sponsors, while unable to present compelling take-private proposals to targets, have deployed capital in private investments in public equity (PIPEs) of public targets, marketing these investments as both a vote of confidence for the incumbent board and much-needed liquidity to help the target weather the downturn.

M&A 52
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The Re-Evolution of SPACs: Navigating a Maturing Market

MergersCorp M&A International

The Basics At its core, a SPAC is a shell company with no commercial operations, formed solely to raise capital through an Initial Public Offering (IPO) with the express purpose of acquiring an existing private company. What is a SPAC? The investment thesis is often sector-specific. This merger requires shareholder approval.

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