Appraisal Rights

JULY 31, 2017

As we previously posted , the Chancery Court appraised the fair value of Clearwire Corp. to be $2.13 per share, substantially below the $5 per share merger price paid by Sprint Nextel Corp in July 2013. This post will provide a more detailed breakdown of the ruling and the bases for Vice Chancellor Laster’s opinion. I. The M&A Transaction(s). The court examined not only the underlying acquisition of Clearwire by Sprint, but also the related transaction by which Softbank Corp. — Japan’s lar

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Cooley M&A

JULY 14, 2017

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date. For a variety of reasons (including the inability to predict what might happen in the business between the signing and closing), disputes over these types of adjustments are common.

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Compliance 52

Appraisal Rights

JULY 27, 2017

As we have previously covered , Delaware has been considering whether to allow Delaware corporations (with Delaware being the site of the vast majority of appraisal litigation) to use blockchain platforms to issue and trade shares. As of July 21, that has become the law with Delaware’s governor signing a bill allowing blockchain to be used for the maintenance of corporate records, including stock ledgers.

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Cooley M&A

JULY 10, 2017

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development from clinical- to development-stage to product commercialization. [1] In licensing transactions, there is an established secondary market through which licensors may monetize their rights to future royalties by selling their rights to receive those future royalties to a thir

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Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

Marketability

Appraisal Rights

JULY 24, 2017

Professors Korsmo and Myers, whom we have blogged about before , have a new post on CLS Blue Sky Blog , titled “ A Reality Check on the Appeals of the DFC Global Appraisal Case.” The Professors argue that the DFC Global appeal, which we’ve been covering , presents an attempt by deal advisors “to alter Delaware’s appraisal jurisprudence[,]” seeking to “undermine appraisal rights and shield opportunistic transactions from judicial scrutiny.

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Appraisal 40

Appraisal Rights

JULY 21, 2017

Today the Delaware Chancery Court issued its ruling in the Clearwire case , which included claims for breach of fiduciary duty as well as appraisal arising from its acquisition by Sprint. We’ll provide a more comprehensive breakdown of the decision in a later post. In the meantime, as reported today by Reuters, Hedge fund stung by unusual ruling over Sprint-Clearwire deal , the ruling “stands out for a court that rarely finds fair value below deal price, let alone more than 50 percent below.”.

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Discounted Cash Flow Appraisal 40

Cooley M&A

JULY 13, 2017

Acquisitions by Chinese state-owned enterprises (SOEs) of companies in the United States (US) and European Union (EU) have grown in recent years. Trade and cross-border investment has increased and Chinese SOEs have extended their reach beyond their domestic market. Those acquisitions, together with joint ventures between Western companies and Chinese SOEs, have attracted substantial attention from the general public and from scholars.

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Marketability 52