Searching Content indexed under M&A/Private Equity by Cooley LLP ordered by Published Date Descending.
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Dealology – Purchase Price & Post-Closing Liability Tax Factors (Video)
The purchase price in a private deal is never the headline number you first read about.
United States
7 Oct 2019
Dealology – Equity Commitment Letters And Guarantees In Private Equity Deals (Video)
Equity commitment letters are essentially ubiquitous in private equity deals and guarantees are common when debt financing and reverse termination fees are in the mix.
United States
7 Oct 2019
Taking A Play Out Of The Financial Acquirer's Playbook
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal.
United States
25 Sep 2019
Legal Focus: UK Data Regulator Increases Focus On Cyber Due Diligence And Insurance In M&A
Cooley partners Mark Deem and Mark Everiss recently published the following article in Insurance Day.
20 Sep 2019
Dealology – Three Key Issues in Private Equity Add-On Deals (Video)
In addition to the many issues parties typically face with equity rollovers, there is one factor that is critically important and particular to add-ons.
United States
11 Sep 2019
Use Of Earn-Outs To "Bridge" The Valuation Gap
There's an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side.
United States
3 Sep 2019
UK ICO Cites Inadequate M&A Data Protection Due Diligence As A Factor In Proposing $125M Breach Fine
For the target company, performing its own risk assessment could offer several useful benefit.
25 Jul 2019
Inadequate Cybersecurity And Data Privacy Due Diligence Alleged In Starwood Deal As UK ICO Fines Marriott $125M For GDPR Violations
On July 9, 2019, the UK Information Commissioner's Office publicly announced its intent to impose a ฃ99M (approximately $123M) GDPR fine on Marriott as a result of its acquisition of Starwood and the subsequent discovery ...
United States
23 Jul 2019
SEC Proposes Amendments To Financial Disclosures In M&A
The proposal will be open for public comment for 60 days.
United States
8 May 2019
Dual-Track Processes: How To Turbocharge Your Exit
Exiting an investment is an inherently uncertain process
United States
5 Mar 2019
Hart-Scott-Rodino Thresholds Increased For 2019
The FTC has also updated the filing fee tiers and certain exemption thresholds.
United States
22 Feb 2019
Antitrust Trends In 2019: Enforcement Watch List For The Year To Come
As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the DoJ and FTC ...
United States
10 Jan 2019
Deal Or No Deal? The Impact Of Brexit On UK Competition Law Becomes Clearer
Whether the additional resources are needed sooner, rather than later, remains to be seen.
21 Nov 2018
Top 10 2018 Cross-Border M&A Trends
In spite of a general environment of political and economic uncertainty across the globe and a daily sprinkling of stock markets' volatility, trade wars, sanctions, natural disasters and various other crises, ...
United States
6 Nov 2018
MAEjor Ruling: Delaware Court Of Chancery Finds Target Suffers Material Adverse Effect And Acquirer Could Back Out Of Transaction
The court also found that Fresenius was justified in not closing the transaction before the end date because of the occurrence of an MAE.
United States
30 Oct 2018
US vs UK Private M&A – Two Agreements Divided By A Common Language?
The two legal systems that most often govern cross-border private M&A transactions are US law and English law.
29 Oct 2018
HHS Announces Innovation And Investment Summit
Yesterday, Department of Health and Human Services Deputy Secretary Eric Hargan announced the launch of the Deputy Secretary's Innovation and Investment Summit (DSIIS).
United States
27 Sep 2018
Are Rumors Of The Demise Of The Public Company Greatly Exaggerated?
As you've surely read and heard, there's been a tremendous amount of hand wringing, particularly at the agency and congressional levels, about the steep decline ...
United States
21 Aug 2018
How Much Disclosure Of Deal Dirty Laundry Is Necessary In Order To Fully Inform A Corwin/Volcano Cleansing Vote?
In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court's dismissal of deal litigation ...
United States
14 Aug 2018
UK Government Proposes New Regime For Acquisitions That Have National Security Implications
On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications.
7 Aug 2018
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