Cooley M&A

MAY 29, 2018

Under new measures coming into force on 11 June, the UK government will have greater powers to intervene in mergers that potentially raise national security concerns due to the target’s involvement in military and dual-use technologies and certain categories of advanced computer technology. Such transactions will be reviewable by the government on public interest grounds if the target: (i) has UK revenues of at least £1 million; or (ii) has a UK share of supply exceeding 25%.

Technology 52

Technology 52

Appraisal Rights

MAY 31, 2018

As shown in a presentation to the Association of Corporate Counsel , despite predictions (and calls) for the death of appraisal, it remains prominent in discussions of M&A trends. In the May 10, 2018 presentation, attorneys from Cadwalader discuss their view of “Dell-Compliance” – noting a series of factors that would make a deal more likely or less likely to reflect fair value.

Appraisal 40

Appraisal Compliance 40

Burch & Co.

MAY 30, 2018

FINRA released Regulatory Notice 17-30 which outlines the changes made to registration and qualification requirements for representatives, effective October 1, 2018. The change that is the most relevant to Burch & Company and to prospective representatives seeking sponsorship, is the restructuring of current exams, like the Series 79 Investment Banking Representative.

Banking 40

Banking 40

Cooley M&A

MAY 2, 2018

On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than fraudulent intent (scienter). This holding departs from longstanding rulings by five other federal appeals courts (the Second, Third, Fifth, Sixth and Eleventh circuits) that have found scienter to be required for Section 14(e) claims.

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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

MAY 30, 2018

It’s a general truism that appraisal only directly benefits those who dissent and seek fair value for their shares. But appraisal can also spur further litigation – especially when the result of the appraisal decision is a 100% premium over merger price. Such is the case with Shanda Games Limited. While our friends in Cayman have covered the Shanda Games Cayman appraisal , US litigation has followed.

Appraisal 40

Appraisal 40

Appraisal Rights

MAY 29, 2018

Can a block of appraisal demands derail a merger? In South Korea, they certainly can. In the recent Hyundai-Mobis deal, involving a transfer of assets by Hyundai of assets from one Hyundai entity to another Hyundai entity, the deal contains a 9 percent “appraisal condition.” If 9 percent of shares demand appraisal, Hyundai may be forced to kill the deal – or else pay 2 trillion SKWon ($1.8BB USD).

Appraisal 40

Appraisal 40

Appraisal Rights

MAY 22, 2018

In its recent blog post , VentureCaseLaw covers a 2015 Delaware decision and how Delaware law deals with appraisal in instances where a Company has drag-along rights. In summary: Venture-backed companies should not assume an implied waiver of minority appraisal rights in a merger that utilizes a voting agreement’s drag-along rights if procedural requirements are not followed.

Appraisal 40

Appraisal 40

Appraisal Rights

MAY 21, 2018

Today, Vice Chancellor Laster issued an opinion denying the petitioners’ motion for reargument in the Aruba appraisal litigation. See the full opinion here. For more information on this case, see our prior post here.

Appraisal 40

Appraisal 40

Appraisal Rights

MAY 16, 2018

CLS BlueSky Blog has published a post discussing the current state of Delaware appraisal law and fitting appraisal developments into the broader context of M&A rules and corporate governance. The post covers recent appraisal decisions, with the authors concluding that: “in our view, generally, the court is more likely to continue to reach above -the-deal-price results in non -arm’s-length merger cases (such as controller transactions, squeeze-outs, and certain MBOs-unless the transaction

Appraisal 40

Appraisal 40

Appraisal Rights

MAY 14, 2018

Professor Robert Reder and Vanderbilt JD candidate Blake Woodward have published a piece in the Vanderbilt Law Review En Banc reviewing the Delaware Supreme Court’s DFC decision and the intricacies of Chancellor Strine’s 85 page opinion. We’ve posted extensively about DFC throughout its history. The authors of the current piece point out that DFC can be partially read as a requirement for clearer explanations by the trial court of their reasoning with respect to valuation.

Discounted Cash Flow 40

Discounted Cash Flow Appraisal 40

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

Corporate Finance

Appraisal Rights

MAY 10, 2018

Authors from Potter Anderson write in the spring 2018 edition of Delaware Laws Governing Business Entities [$$] that recent developments in appraisal have restored ‘balance’ to the remedy. Citing case law where courts have deferred to deal price, amendments to the appraisal statute, and the statutory authorization of distributed ledger (i.e., blockchain) technology for corporations, the authors posit that some kind of ‘balance’ is being restored to what they propose was an otherwise unbalanced

Appraisal 40

Appraisal Technology 40

Appraisal Rights

MAY 9, 2018

Last month, we saw authors calling appraisal a maze , and now, an analogy to a sculpture. In the journal M&A Law [$$], April 2018 edition, authors from Wilson Sonsini write about how recent Delaware cases have shaped and sculpted the appraisal remedy, but left open a number of issues for future decisions. Citing Aruba, AOL, DFC, and Dell, the authors conclude that deal synergies and market efficiency will take on increased importance and prominence in appraisal jurisprudence.

Appraisal 40

Appraisal Marketability 40

Appraisal Rights

MAY 8, 2018

CLS BlueSkyBlog recently posted regarding the interaction of the Delaware business judgment rule and appraisal. Focusing on the Delaware Supreme Court’s commentary in Dell , the author of the post highlights that unlike Dell – which was a management buyout – hostile takeovers may implicate the intersection of appraisal and the business judgment rule in unique ways.

Appraisal 40

Appraisal 40