Erik A. Lopez

AUGUST 28, 2015

On August 28, 2015 , the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable to investors for $148 million for fraudulently driving down the company’s share price in anticipation of a going-private transaction. What’s particularly noteworthy here is that the controlling shareholder appears to have structured the transaction with all of the protections required for minority shareholders ( see In Re MFW Shareholders Litig

Banking 52

Banking Finance Marketability 52

Erik A. Lopez

AUGUST 25, 2015

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. At their most basic level, these agreements provide for the sale of shares in a target company to a buyer in return for cash or some other form of consideration ( i.e. , something of value).

Finance 52

Finance Compliance 52

Erik A. Lopez

AUGUST 23, 2015

An M&A lawyer runs the deal. She is the hub in the hub-and-spoke system of deal parties and their advisers. The M&A lawyer serves as the primary point of contact for the rest of the deal team and has principal responsibility for shepherding the transaction to closing. She may be an in-house attorney but is more often an M&A specialist practicing with an outside law firm.

Corporate Finance 52

Corporate Finance Finance 52

Erik A. Lopez

AUGUST 31, 2015

Like the classic game Operation, ® asset purchase transactions require parties to take great care in extracting just what they want. However, successful asset sales require quite a bit more than a pair of tweezers and steady hands. Among other things, they require a well-crafted Asset Purchase Agreement (APA). These agreements, at their most basic level, provide for the sale of tangible and intangible assets and liabilities of a seller to a buyer in return for cash or some other form of conside

Intangible Assets 52

Intangible Assets Finance Compliance 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