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

Sun M&A

MARCH 1, 2018

Selling a business is a once-in-a-lifetime endeavor for many business owners. It is critical, therefore, that you are fully informed prior to moving forward with the business sale process. Having specialized in managing the sale of privately held companies for the past 30 years, I have received many questions about the business sale process. The following are four of the more commonly asked questions that business owners have: 1.

Business Valuation 40

Business Valuation Fair Market Value Finance Marketability 40

Appraisal Rights

MARCH 1, 2018

Matt Schoenfeld of Burford Capital has produced a pre- Aruba piece: “Form Corwin to Dell: The Cost of Turning a Blind Eye” , that discusses the potential impact of recent Delaware Supreme Court rulings in Dell and other cases. The SSRN abstract is below: Abstract. This essay considers the ramifications of the Delaware Supreme Court’s December 2017 Dell appraisal decision within the context of Delaware’s more sweeping clampdown on shareholder litigation protections in recent years, beginning wit

Appraisal 40

Appraisal Marketability 40

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