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What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction?
Preferred stock is a key financing instrument in the world of private equity (PE) and venture capital (VC), frequently used to balance the interests of investors and founders. By: DarrowEverett LLP
For example, sponsors are making incremental investments into portfolio companies or using portco balance sheet cash and/or stock to finance acquisitions of minority investments in or joint venture transactions with AI-focused companies. "We’re currently seeing a lot of follow-on investments into AI. By: Proskauer Rose LLP
In this insightful episode of our Employee Benefits and Executive Compensation Considerations in Mergers and Acquisitions podcast series, attorneys Paul Porretta and Christopher Stock delve into the complex world of multiemployer pension plans.
More than 82% of merger enforcement actions announced by the U.S. antitrust agencies in 2024 involved a litigated challenge (complaint) or the deal being abandoned. But only 17 enforcement actions were reported in totalwell below the number of Second Requests reported by the agencies each year in annual reports to Congress.
FairMoney, a digital bank based in Lagos and headquartered in Paris, is in discussions to acquire Umba, a credit-led digital bank providing payroll and financial services to customers in Nigeria and Kenya, in a $20 million all-stock deal, sources tell TechCrunch. All rights reserved. For personal use only.
Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., This decision demonstrates that under certain circumstances, a merger need not generate shareholder value to withstand legal challenges. In Jacobs v. By: Hogan Lovells
For an active business in the post-Tax Cuts and Jobs Act (TCJA) world of lower corporate tax rates, buyers and shareholders considering a future exit should always consider C corporations and the availability of potential “qualified small business stock” tax savings under Section 1202. By: Lippes Mathias LLP
Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing flexibility and potential upside for both the acquiring and…. By: Opportune LLP
While investors generally are aware that mergers and acquisitions can require antitrust filings in the United States under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), they are sometimes surprised to learn that secondary sales also can trigger HSR Act filing obligations. By: Cooley LLP
(“Presence”) (NASDAQ: PBBK), headquartered in Coatesville, Pennsylvania, jointly announced today that both companies’ boards of directors have unanimously approved an agreement and plan of merger (the “Agreement”) pursuant to which Presence will merge with and into Norwood. per share of common stock. Based on the closing price $26.65
The combined entity is expected to be valued at $3.7 billion based on yesterdays closing share prices. 2024 TechCrunch. All rights reserved. For personal use only.
First Connecticut Bancorp, a case involving allegations under Section 14(a) of the Exchange Act that defendant First Connecticut Bancorp and its directors misled shareholders before the bank’s stock-for-stockmerger with People’s United Financial. By: McGuireWoods LLP
The previously announced reverse stock split to comply with Nasdaq’s rules in connection with the merger will take effect on October 15, 2024. NEW YORK,
has agreed to pay $985,320 to settle charges that his acquisition of Wells Fargo & Company (Wells Fargo) stock violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) because he failed to submit an HSR filing on time. By: Venable LLP
billion all-stock transaction would unite the large polymer-based industrial 3D printing firm with a pioneer in metal 3D printing. in cash and 1.2507 in stock per share — a figure that comes in just shy of Nano’s $18 per share proposal. On May 25, the company announced a different move altogether.
Get up to speed on: The structure and tax implications (1:42) How to value the stock and the deal (3:27) Considerations based on the stage of the business (7:20). Justin Yi and Josh Pollick cover those points and also explore the complexities of earnouts and integration post-acquisition. By: Orrick, Herrington & Sutcliffe LLP
Recent years have been marked by a steady flow of delistings from public stock indexes. Here we examine what’s driving activity in Singapore and Hong Kong, and explore how shifting regulatory regimes are influencing transaction flows. During the period from 1996 to 2020 the number of U.S.
On April 4, the Texas Stock Exchange's (TXSE) Form 1 application for registration as a national securities exchange was publicly released by the U.S. Securities and Exchange Commission (SEC). The application contains a wealth of information about the proposed new exchange, including its proposed listing rules. By: Troutman Pepper Locke
In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants, along with related indemnification obligations.
billion accounting for nearly 30 percent of global IPO listings India has surpassed major markets such as the US, Canada, and Europe, and has overtaken Hong Kong as the worlds fourth-largest stock market. With 327 IPOs raising approximately USD19.9 By: DLA Piper
A looming 'patent cliff' could trigger a wave of biotech mergers and acquisitions, but innovation has also been humming along and could lift some stocks.
Rather than convert, the company is proposing to effect the reincorporation by means of a merger with and into a wholly-owned subsidiary of the Company. The company's common stock is listed on The NYSE American LLC stock exchange. The proposal also contemplates a simultaneous name change to “Channel Therapeutics Corporation”.
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the seller with respect to the target company.
In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the seller with respect to the target company.
The Luxembourg Stock Exchange has announced the launch of a new segment on its Euro MTF market, called EM3S, which stands for Euro MTF Specialist Securities Segment.
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related indemnification obligations.
In prior bulletins from February 2023 and December 2022, we described a notice from the Internal Revenue Service (IRS) that outlined the rules that the IRS intended to issue with respect to the 1% stock buyback excise tax. This tax generally applies to the repurchase of stock of a public U.S. affiliates of the non-U.S.
billion, today announced that it’s entered into a definitive agreement to acquire Mode Analytics, a business intelligence startup, for $200 million in cash and stock. ThoughtSpot acquires Mode Analytics, a BI platform, for $200M in cash and stock by Kyle Wiggers originally published on TechCrunch
The financial terms of the deal weren’t disclosed, but Canva co-founder and chief product officer Cameron Adams said it’s a mix of cash and stock. Canva has acquired Leonardo.ai, a generative AI content and research startup, as the company looks to broaden the scope of its AI tech stack. All rights reserved.
Stronger stock market performance bodes well for exit conditions in Japan’s rapidly maturing PE space - Interested observers have long anticipated the “arrival” of Japan’s private equity market. As the world’s fourth-largest economy after the US, China and Germany, the country has no shortage of companies. By: White & Case LLP
Upon closing of the Transaction, Dr. Upon closing of the Transaction, Dr. Ashleys will acquire Impact BioMedical through a reverse merger that will result in a newly formed combined entity (the “PubCo”) traded on the NYSE American under the name “Dr Ashleys Limited.”
On 7 April 2025, the London Stock Exchange (LSE) published a discussion paper Shaping the Future of AIM (Discussion Paper) inviting feedback on proposals to develop the overall AIM market framework and update the AIM Rules for Companies (AIM Rules) to ensure the UKs most prominent growth market remains fit for purpose.
Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon the identity of the holder, were valid and consistent with the Delaware General Corporation Law (DGCL). Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc.
The recently passed One Big Beautiful Bill Act (OBBBA) makes significant and immediate changes to the tax rules surrounding qualified small business stock (QSBS) under Section 1202 of the Internal Revenue Code. These rules have long provided one of the most powerful tax breaks available to founders, early employees, and investors.
In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants.
AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM).
asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the target company. In M&A transactions, the definitive purchase agreement—e.g.,
And while 2021’s M&A volume was spectacular, its exponentially increasing valuations, rising stock prices, low interest rates, and post-pandemic economic recovery turned into. M&A market alone exceeded $2 trillion in 2021 – a staggering figure that crushed (by nearly 30%) the then-existing record established in 2015.
The government released proposed regulations this month implementing the excise tax imposed on repurchases of corporate stock that was enacted in 2022.
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