The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. Our Summer review looks at these developments and gives practical guidance...more
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
In this dynamic global landscape, investors have always been required to make savvy, smart choices. This requires navigating through the intricate web of bilateral treaty protection, exploring the vital role these agreements...more
Please join McDermott for our highly anticipated Life Sciences Dealmaking Symposium! Now in its 12th year, the Symposium offers a unique platform for education, insight sharing, purposeful networking and strategic...more
Strategic carve-outs continue to present a strong business case, as companies shed non-core assets and position themselves for growth - Carve-outs remain a popular route to growth, with many European businesses...more
“We continue to see interest across the health care M&A vertical and buyers need to be ready to move quickly when attractive assets come on the market. The current environment rewards potential acquirers who are willing to...more
Bardy Diagnostics: Chancery confirms high bar for material adverse effect - The Delaware Court of Chancery was once again required to determine whether a potential buyer should be relieved of its obligation to acquire a...more
PE investors stand ready to fund spinoffs of non-core assets as companies refocus for the recovery - Last spring, Dell spun off its cloud computing business, VMWare, in a deal valued at nearly US$63 billion, with the equity...more
Carve-out and spin-off deals are likely to accelerate as companies emerge from the Covid-19 pandemic. Increasingly, companies are looking at alternative strategies to boost their competitiveness, increase their profits and...more
On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
Amidst the COVID-19 pandemic, total buyout volume in the first half of 2020 dropped 23% annually, while value fell 30%—less than half the rate of decline of overall M&A. Private equity buyout activity, especially primary...more
As previously reported in this Cooley PubCo post, on May 21, the SEC adopted final amendments to the financial disclosure requirements for the acquisition and disposition of businesses. One change relating to the use of...more
The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more
Subcontractors, security, and audit and termination rights will require special consideration under forthcoming EBA outsourcing guidelines. Recent growth in divestiture and carve-out deals in the M&A landscape, including...more
Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more
Although acquisition activity in the European leveraged finance market has been on an upward trajectory since 2012, 2018 saw a substantial increase in buyout activity, which reached €57.6 billion in total, marking a return to...more
In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more
Corporates should leverage growing carve-out and divestment activity across the European market with a strategic approach to deal making. In the current deal market, corporates are taking an increasingly strategic and...more
Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more
Global private equity market continues its ascent. Buoyant leveraged global buyout activity is being sustained generally by a combination of: In 2018, we saw the largest number of private equity backed buy-out deals in...more
The Foreign Investment Risk Review Modernization Act (FIRRMA), included in the reconciled Conference Report of the FY19 National Defense Authorization Act, substantially expands the jurisdiction of the Committee on Foreign...more
The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more
As a company grows and expands (whether by acquisition or organically), it can encounter issues which may prompt a divestiture. For example, a once high-performing business unit declines or becomes stagnant and drags down the...more
Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more