2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down...more
In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an...more
Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and...more
General trends in tech M&A Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for...more
A Tale of Two Years -
While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the...more
In the wake of record-setting volume and value metrics in 2018, practitioners eyed the 2019 deal market with healthy skepticism. Despite a slight downward tick in momentum and overall deal statistics, 2019 remained a robust,...more
2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019,...more
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...more
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...more
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...more
2/9/2018
/ Acquisitions ,
Appraisal ,
Appraisal Rights ,
CFIUS ,
Department of Justice (DOJ) ,
Hart-Scott-Rodino Act ,
Innovation ,
Life Sciences ,
Mergers ,
Size of Persons Test ,
Size of Transaction Test
Post-employment non-compete covenants are generally invalid in California, with certain limited but important exceptions like when a business or associated goodwill is sold and the buyer – as part of the deal – wants to...more
The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more
Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees...more
Recently, in the midst of an M&A transaction involving Verizon and Yahoo!, news broke of a Yahoo! cybersecurity breach that had occurred approximately two years earlier. This event raised a lot of speculation around what...more
We keep a close eye on developing cases regarding earn-outs and contingent payment rights in light of the prevalent use of these arrangements in life sciences deals and their increasing use in non-life sciences deals. On...more
Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more