News & Analysis as of

Buyouts

Farrell Fritz, P.C.

Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?

Farrell Fritz, P.C. on

A general principle of business valuation is that courts may consider “known or knowable” events as of the “valuation date” – the date as of which the court values the entity – but not post-valuation date events or financial...more

Husch Blackwell LLP

Protecting Energy Project Buyout Rights From Developer Bankruptcy

Husch Blackwell LLP on

Energy development contracts commonly permit landlords (on whose land the energy project is constructed) a buyout right with respect to the project, often for a nominal payment… but that right isn’t guaranteed in the event of...more

Farrell Fritz, P.C.

A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

Farrell Fritz, P.C. on

How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more

Morrison & Foerster LLP

Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more

Tucker Arensberg, P.C.

Business Owner's Guide: Use of Life Insurance for Buyouts

It is typical to have provisions in the governing documents for your company which contemplate the death and buyout of the owners. Most often, those buyout obligations are funded by the purchase of a life insurance policy on...more

Patton Sullivan Brodehl LLP

To Moot a Statutory Buyout, LLC’s Dissolution Must be Valid Under its Operating Agreement

In 2022, The LLC Jungle covered the opinion Friend of Camden, Inc. v. Brandt in a post titled LLC Dissolution Vote Defeats Statutory Buyout. In the Friend of Camden case, the Court of Appeal held that an LLC membership vote...more

Farrell Fritz, P.C.

Dollars, Donuts, and Buy-Sell Options

Farrell Fritz, P.C. on

Buy-sell agreements come in all shapes and sizes. Some are straightforward. Others are outrageously complex, especially purchase price formulas. Some have triggers for death. Others disability. Retirement. Expulsion....more

Rivkin Radler LLP

Funding the Buyout of a Deceased Shareholder With Corporate-Owned Life Insurance – Did the Court Decide Connelly Correctly?

Rivkin Radler LLP on

You may have heard or even read about the U.S. Supreme Court’s recent decision regarding the date of death value of a deceased shareholder’s shares in a closely held corporation that owned a life insurance policy on the...more

Ward and Smith, P.A.

Breaking Up is Hard to Do: Practical Advice for Exiting an LLC

Ward and Smith, P.A. on

Cutting ties with business partners is a delicate and often complex process. Whether driven by irreconcilable differences, strategic shifts, or personal reasons, disengaging from business partners requires careful...more

Seward & Kissel LLP

2023 Seed Transactions Deal Points Study

Seward & Kissel LLP on

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions...more

Lewis Roca

Supreme Court Decision in Connelly v. United States

Lewis Roca on

On June 6, 2024, the United States Supreme Court issued its decision in in Connelly, As Executor of the Estate of Connelly v. United States, (602 US ________). The decision involves the application of the federal estate tax...more

White & Case LLP

Charting a path for European carve-outs

White & Case LLP on

As central banks continue their campaign to cool inflation, interest rates remain at elevated levels not seen in well over a decade. For companies, this makes funding growth initiatives and refinancing existing debt much more...more

Procopio, Cory, Hargreaves & Savitch LLP

How Private Equity Firms Select Investment Targets and Build Capital: Insights for Entrepreneurs

What do private equity and growth capital investors look for when adding new companies to their portfolio, and what strategies do they apply to help those companies optimize capital? Procopio Partner and Mergers &...more

Foley & Lardner LLP

Secondary Buyouts on the Rise – Will it Last?

Foley & Lardner LLP on

In a time when exit strategies have pivoted, and options might be more limited, it is no surprise that secondary buyouts have rebounded. According to recent coverage from PitchBook, secondary buyouts are making up a larger...more

Dechert LLP

In Long-Awaited Match Decision, Delaware Supreme Court Expands MFW Requirements in Conflicted Controller Transactions

Dechert LLP on

Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more

Stevens & Lee

FTC, DOJ and HHS Launch Public Inquiry into Transactions Involving Private Equity Firms, Health Systems and Private Payers

Stevens & Lee on

On March 6, the Federal Trade Commission (“FTC”), the Department of Justice’s Antitrust Division (“DOJ”), and the Department of Health and Human Services (“HHS”) (the “Agencies”) announced that they were “launching a...more

Farrell Fritz, P.C.

And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .

Farrell Fritz, P.C. on

“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt.  So...more

Latham & Watkins LLP

Management Incentive Plan Resets 4 Solutions for Sponsors

Latham & Watkins LLP on

Buyout firms have recently used a range of reset tools to incentivise management, requiring careful navigation of legal, tax, and regulatory issues. As buyout firms navigate current pressures on portfolio company...more

A&O Shearman

Delaware Court Of Chancery Holds That Controlling Stockholder Conduct Did Not Breach Fiduciary Duties But Rendered Buyout...

A&O Shearman on

On January 24, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery awarded a stockholder plaintiff class more than $18 million, finding that the acquisition of the “Hometown” division of Sears Hometown...more

Dechert LLP

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

Dechert LLP on

In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more

White & Case LLP

European leveraged finance: A whole new world

White & Case LLP on

European leveraged finance in 2023 was saddled with the negative effects of elevated interest rates. But as the market adjusts to the “new normal”, rate and price stability offer hope for a brighter 2024. -Rising interest...more

DarrowEverett LLP

Buyouts of Closely Held Shares: All’s Fair Value in Love and War

DarrowEverett LLP on

In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more

Bricker Graydon LLP

College Coaching Contracts and the Future of “Buyouts”

Bricker Graydon LLP on

This time of year, the topic of coaching contract buyouts tends to bring a certain level of angst. This is no surprise, of course, as it often comes with a considerable price tag and an attendant level of press coverage...more

Ankura

Four Lessons for Health Systems From the Private Equity Playbook

Ankura on

The value of private equity (PE) deals in the healthcare sector has grown from <$2B in 2001 to $151 billion in deals in 2021. Barring government intervention, PE in healthcare is here to stay....more

Lathrop GPM

The Importance of a Buy-Sell Agreement for Business Owners

Lathrop GPM on

If you are the owner of a business that does not have a buy-sell agreement in place, or you have not reviewed your buy-sell agreement recently, it may be time to sit down with your attorney. Buy-sell agreements can be complex...more

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