Cooley M&A

FEBRUARY 28, 2018

Article 2 of 4. As discussed in a prior article in this series, the Committee on Foreign Investment in the United States is authorized to review certain cross-border mergers, acquisitions and investment transactions and to recommend that the US president take action to mitigate any perceived national security concerns with transactions it reviews. Such action may include ordering that a transaction be prohibited from closing or even unwound post-closing.

Mergers & Acquisitions 52

Mergers & Acquisitions 52

Appraisal Rights

FEBRUARY 20, 2018

The Harvard Business Law Review (whose articles we’ve covered before ) has published a piece concerning Delaware allowing blockchain to be used for company stock ledgers. While we have written about blockchain repeatedly , the new HBLR article examines how blockchain-based securities could fundamentally change corporate governance. Using Dell and Dole as examples, the author discusses how blockchain can solve delayed settlement and unrecorded transfers issues – issues that can be critical when i

Appraisal 52

Appraisal Marketability 52

Cooley M&A

FEBRUARY 8, 2018

What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. It is often difficult for large companies to foster innovation organically for various reasons, including internal organizational challenges and historical cultural expectations.

Start-ups 52

Start-ups Appraisal Technology Marketability 52

Appraisal Rights

FEBRUARY 27, 2018

On Friday, Vice Chancellor Glasscock issued his ruling in the AOL appraisal case. The court first set out to determine whether the merger transaction was “Dell Compliant,” which the Court defined to be “[w]here information necessary for participants in the market to make a bid is widely disseminated, and where the terms of the transaction are not structurally prohibitive or unduly limiting to such market participation.

Discounted Cash Flow 40

Discounted Cash Flow Appraisal Marketability 40

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

FEBRUARY 26, 2018

We’ve written before about how appraisal-style valuation methodology–with direct reference to Delaware appraisal cases–is sometimes used in non-appraisal cases. In December 2017, Vice Chancellor Glasscock, of the Delaware Chancery court, handed down Wright v. Phillips , No. CV 11536-VCG, 2017 WL 6539383, at *1 (Del. Ch. Dec. 21, 2017), a case involving the valuation of business entities not in an appraisal context but rather as the result of a business (and marital) divorce.

Appraisal 40

Appraisal Marketability 40

Appraisal Rights

FEBRUARY 23, 2018

We’ve written before about the SWS appraisal case, decided in mid 2017. After the ruling, petitioners appealed to the Delaware Supreme Court. On Wednesday, February 21, the Delaware Supreme Court held oral argument (which you can watch on this site ). Part of the argument focused on the concept of size premium – a primer on which is available here – and which is being contested in the SWS appeal.

Appraisal 40

Appraisal Risk Premium Equity 40

Appraisal Rights

FEBRUARY 14, 2018

Cooley LLP provided a recap of 2017 M&A, along with an outlook for 2018 for Lexology , which includes a discussion of appraisal conditions in private M&A deals. We have blogged previously about the possibility of acquirers including appraisal conditions in public deals. This 2018 M&A Outlook is a good reminder of the role that appraisal plays in mergers of non-public companies.

Appraisal 40

Appraisal 40

Appraisal Rights

FEBRUARY 13, 2018

As reported by Pensions & Investments , the Arkansas Teachers Retirement System has committed $30 million to an alternative asset manager specializing in appraisal opportunities. Further highlighting the focus on appraisal, the Fund committed an additional $30 million to a different fund, but agreed to expand that fund to include appraisal. As we’ve blogged about before, appraisal can be both a critical investor protection and a viable way for investors to increase returns in M&A deals.

Appraisal 40

Appraisal 40

Appraisal Rights

FEBRUARY 6, 2018

We’ve posted before about the availability of appraisal rights in the Cayman Islands. In this post, we focus on a specific merger involving a Cayman Islands company to highlight some of the important considerations in Cayman appraisal.*. A number of Cayman companies are listed in the United States, a subset of which are companies with their headquarters in the People’s Republic of China.

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Appraisal Banking Marketability 40

Appraisal Rights

FEBRUARY 2, 2018

2017 was an active year in appraisal, with a number of anticipated decisions – including the recent Dell , DFC Global , and PetSmart opinions. 2018 looks to be filled with further developments. A trio of Law360 articles have highlighted the robust appraisal activity of 2017 – and suggested some cases to watch in 2018. Contributors from Morris Nichols noted the increased activity in appraisal in 2017 in a piece titled “ Delaware Litigation 2017: Assessing Trends At Year-End ” [$$].

Appraisal 40

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