Cooley M&A

JANUARY 7, 2019

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 Department of Justice and Federal Trade Commission and enforcers around the world – that are likely to impact businesses this year and beyond. Read full article. Jacqueline Grise.

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Appraisal Rights

JANUARY 4, 2019

In 2017, Rwanda amended its companies act and introduced appraisal rights for minority shareholders [.pdf]. A recent article in the New Times provides an overview of, and reflects on, the efficacy of Rwandan appraisal. The parallels between Rwandan appraisal (as described in the links provided) and Delaware appraisal are notable: appraisal is offered to dissenting shareholders who would otherwise be forced to accept certain major corporate actions (such as a merger); the dissenting shareholder

Appraisal 52

Appraisal 52

Quantive

JANUARY 2, 2019

Question: What’s the going rate to hire a business owner these days? Or put another way… how much should an owner-operator pay themselves? In some privately held companies that may be a question that is answered by the Board of Directors. But in most privately held companies it’s a question answered by a single person: […].

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Appraisal 52

Appraisal Rights

JANUARY 3, 2019

Probably not. But this interesting analysis on the possibility of crypto asset mergers certainly allows for the possibility. We’ve covered blockchain and appraisal before, including the possibility of having shares put onto a blockchain, allowing for easier tracing, counting, voting, and other improvements over the current system of fungible bulk; but this is something different.

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Appraisal 52

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

JANUARY 28, 2019

On March 27, 2019, at 10 a.m., the Delaware Supreme Court will hold argument in the Aruba Networks appraisal case. We’ve covered the Aruba decision before , along with some of the impact the case has had on the appraisal landscape. Little doubt the argument before the Delaware Supreme Court will be enlightening to anyone interested in appraisal; we’ll have a further update after the argument.

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Appraisal 40

Appraisal Rights

JANUARY 15, 2019

The vast majority of publicly announced mergers are approved by shareholders, certainly more than 90% no matter how you reasonably slice the data. One way to view this data is that shareholder votes are perfunctory rubber stamps; but another is to view the merger process as self-selecting – a publicly announced merger is one that acquirer and target believe will receive shareholder approval.

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Appraisal Rights

JANUARY 10, 2019

The Delaware Supreme Court has a few appraisal cases on its docket in 2019, including a case regarding what constitutes a robust – “Dell Compliant” – sales process as well as a case regarding how to understand synergies in appraisal. For a view of 2019 cases of note, see this coverage by law.com [$$$].

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Appraisal 40

Appraisal Rights

JANUARY 2, 2019

Earlier in 2018, the Tennessee Supreme Court clarified Tennessee’s appraisal and valuation law in the case Athlon Sports Communications v. Duggan. Tennessee had long followed the “Delaware Block” system of valuation. The Delaware Block system averages market value, asset value, and earnings value to arrive at a valuation. But as one commentator has observed “In the last 25 years, the traditional Delaware Block framework has become outmoded and less relied on by courts and valuation analysts.

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Discounted Cash Flow Appraisal Marketability 40