Quantive
DECEMBER 18, 2018
If you are considering selling your company step 1 should be understanding what the company is worth. Just like selling a car: before you go to the dealership you consult Kelley Blue Book, right? The same logic holds for a business: you can’t price it well if you don’t know the value.
Appraisal Rights
DECEMBER 10, 2018
Appraisal cases increasingly focus on how markets react to merger news and what one learns from that. Recent cases that have looked to “unaffected” merger price – that is, the price of a share of the target company before the merger announcement – in part because of the fundamental truth that mergers are market moving events. So are the breakup of mergers.
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Cooley M&A
OCTOBER 29, 2018
M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. Therefore, the board should have a high degree of confidence in deal certainty.
RC & Co.
MARCH 21, 2018
Last month, Rene J. Zarate discussed the starting point for a business owner who receives an unsolicited offer from a third party to buy their business. So, here you are with an unsolicited offer in hand. You have determined that you are desirous of selling, the amount you require to meet your future financial needs, and you have a good feel for the business’ value.
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.
Sun M&A
JUNE 26, 2018
For most business owners, their company is their most valuable single asset. So why is it that we tend to know the value of our stock portfolios, our homes and even our cars but don’t have a clear realistic understanding about the value of our business? Doesn’t it make sense to know the value of something that makes up such a large portion of a business owner’s financial portfolio?
Burch & Co.
JUNE 6, 2018
DATES: July 17th through the 19th. . Please let us know if you are in the Chicago area or will be attending AM&AA and would like to discuss how Burch & Company’s services can fit into your practice. We will be meeting with M&A Advisors and Intermediaries as well as Private Equity groups while attending this conference. Our goal is to get a better understanding of the regional third party compliance needs and to expand our network of contacts.
Business Valuation Zone brings together the best content for business valuation professionals from the widest variety of industry thought leaders.
Quantive
DECEMBER 17, 2018
Here’s a quick one: A common objection we see from owners exploring an exit is “well if my company is only worth X annual earnings, I could just keep running it.” And you know what? Yes, you could. In fact, you could keep running it until X approaches infinity. But here are the problems with […].
Quantive
DECEMBER 14, 2018
We often throw around the terms “middle market,” “lower middle market,” and “Main Street.” These are pretty common terms in the finance, banking, and M&A world, but probably less so to most business owners and entrepreneurs. For the sake of clarity we thought we’d dive in. Defining Main Street vs. Middle Market It seems […].
Appraisal Rights
DECEMBER 3, 2018
Not really, and definitely not in the way Delaware does, at least according to this 2013 analysis. Hong Kong lacks a general appraisal remedy; instead, at least for public companies, the takeover must be evaluated by an independent advisor and those finding made available to shareholders. Considering Canadian and Cayman Islands appraisal rules, we see great diversity across appraisal regimes worldwide, even among jurisdictions that have a common legal-ancestor (English common law).
Quantive
NOVEMBER 28, 2018
We spend a lot of time talking (and talking, and talking) about revenue trends and earnings trends and successfully selling or exiting from a small business. A lot of people are going to successfully exit their business. They’ll do it on their own terms and get a reasonable return for their efforts.
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
Quantive
NOVEMBER 27, 2018
So you’ve heard someone throwing around the term “Seller’s Discretionary Earnings” and you find yourself thinking “my earnings aren’t discretionary at all.” Let’s jump in and understand this oft-misunderstood term (which also, confusingly, goes by “Seller’s Discretionary Income,” SDE, and SDI…).
Quantive
NOVEMBER 25, 2018
“…Whatever Someone Is Willing to Pay” A phrase we hear pretty frequently is “a business is worth what someone is willing to pay for it.” And of course, this is a true statement. When a business sells… that’s the number. But the problem with this statement is that it’s reactionary. Reactionary is bad.
Quantive
NOVEMBER 20, 2018
Getting ready to request an SBA Loan for financing? Like a lot of things in life, it’s best to go into it being prepared. That means understanding the SBA Loan Process, and doing all your homework early.
Quantive
NOVEMBER 14, 2018
For most entrepreneurs their business is the largest asset that they own. Further most entrepreneurs have built their company with an eye towards and eventual sale and retirement. Given these facts, a successful and enjoyable retirement is largely contingent upon the successful sale of the company.
Speaker: Joe Apfelbaum, CEO of Ajax Union
In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.
Quantive
NOVEMBER 3, 2018
Estimating a value of intangible assets such as goodwill can be highly speculative. This is often a significant point of contention in scenarios involving two parties rallying for a fair market value of a business. We see it all the time in divorce proceedings.
Quantive
NOVEMBER 1, 2018
Selling a business can be a stressful event. Given the size of the asset – and likely it’s importance to your retirement – you can just imagine that there are going to be some white knuckle moments. To reduce your anxiety level and increase your odds of success, here are five items to consider as […].
Appraisal Rights
OCTOBER 16, 2018
Does D&O insurance cover appraisal? Last year we discussed this topic – and now Solera Holdings** has sued its D&O insurance providers alleging that they have refused coverage for the costs of the appraisal action as well as the interest Solera owes. Here again we see an appraisal proceeding resulting in further litigation after the fact – here an insurance action, to go with the securities fraud actions we’ve seen before and breach of fiduciary duty litigation as well. ** This firm is
Appraisal Rights
OCTOBER 8, 2018
Yes, at least according to this article by Nobles Law , a Ukrainian firm. Ukrainian appraisal appears to borrow some items from Delaware law. Along with a ‘vote no’ requirement (like Delaware), and timing the appraisal notice to the shareholders meeting/vote, Ukraine offers appraisal rights in mergers and certain asset sales.
Appraisal Rights
SEPTEMBER 24, 2018
The Columbia Blue Sky Blog posted last week on the impending auction for Sky PLC, where Professors Albert Choi and Eric Talley set the stage for the “shotgun economic jousting match between Comcast and Fox.”.
Appraisal Rights
SEPTEMBER 11, 2018
While appraisal is typically a creature of statute, appraisal rights can also be a creature of contract–in particular, when an operating agreement, charter, or similar foundational document provides for them (including when a certificate of designation provides for the value of preferred stock ). Many states, including New York, allow the members of an LLC–as an example–to include appraisal rights in the operating agreement.
Appraisal Rights
AUGUST 31, 2018
Loeb Smith, a law firm with a Cayman office, provides this update on dissenters’ rights in the Cayman Islands, focusing on recent developments in interim payments. In reviewing the landscape of investor strategies regarding Cayman mergers, Loeb Smith also notes– as we have written about previously –“Information can also be disclosed during court proceedings for a judicial determination of the ‘fair value’ that could later lead to a securities class action in a US court or other jurisdiction wher
Appraisal Rights
AUGUST 22, 2018
What do companies need to include in appraisal notices? According to a recent analysis piece in Law360 [$$$], more than they currently disclose. Analyzing a July 2018 opinion by Chancellor Bouchard – Cirillo Family Trust v. Moezinia , No. 10116-CB – the authors of this piece discuss that “merely providing notice of a merger and the existence of appraisal rights is not sufficient” in an appraisal notice.
Cooley M&A
AUGUST 7, 2018
In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court’s dismissal of deal litigation based on obtaining a cleansing vote under Corwin/Volcano because the defendants failed to show “as required under Corwin” that the vote was fully informed. The deal litigation arose from the sale of The Fresh Market to a private equity buyer through a cash tender offer that involved The Fresh Market’s founder and his son, who owned colle
Appraisal Rights
AUGUST 1, 2018
The Delaware Court of Chancery just issued two new appraisal rulings: Solera (C. Bouchard) : the Court awarded merger price less synergies, which comes out to 3.4% below deal price; we have previously reported on the Solera case here ; and. Norcraft (V.C. Slights) : the Court awarded a premium of 2.5% above deal price, relying on a DCF analysis and expressly rejecting a valuation based on merger price less synergies.
Cooley M&A
AUGUST 1, 2018
On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent (together, the “Proposals”). The Proposals build on the Government’s National Security and Infrastructure Investment Review Green Paper published in October 2017, which led to the introduct
Appraisal Rights
JULY 23, 2018
The possible impact of blockchain based shareholder governance, including shareholder voting, has been a hot topic in recent years. We’ve covered a number of potential intersections between blockchain and corporate governance (including appraisal) before. Professor Christopher Brunor of the University of Georgia reviews a recent scholarly proposal for blockchain based shareholder governance in this recent piece.
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%.
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.
Appraisal Rights
APRIL 18, 2018
In contrast to the United States, where an enabling legal regime and a fortunate confluence of a variety of factors have led to a surge of appraisal petitions and appraisal arbitrage, the appraisal remedy remains a sparingly utilized weapon in the arsenal of shareholders in the EU. Minority shareholders in the EU are reticent to exercise appraisal rights.
Cooley M&A
MARCH 28, 2018
The employment law landscape across the EU Member States is often markedly different from that in the US. Here, we take a look at five important employment issues to be aware of when a transaction includes employees in the EU. 1. Employee Representative Organizations. At the outset of any transaction involving EU employees, it is important to identify whether there is any organization representing the interests of such EU employees.
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.
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
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.
Cooley M&A
JANUARY 12, 2018
The January 12, 2018, edition of TechCrunch’s weekly venture capital-focused podcast, Equity, looks back at the past year’s M&A transactions and evaluates what’s in store for 2018. Cooley partner and co-chair of the firm’s M&A practice, Jamie Leigh, discusses 2017’s market uncertainty while predicting a more competitive and bold M&A space in 2018.
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