Change of Control: Golden Parachute Rules in the Sale Process
PODCAST: GovCon Perspectives - Are You Interested in Investing in a Company With a Federal Firearms License (FFL)?
In Garofalo v Crisp and Ors [2024] EWHC 1737 (Ch), the English Court found that a higher evidential threshold should be applied when deciding whether or not to grant an exceptional interim relief for a change of management...more
California’s legislature recently passed AB 3129, and it is awaiting Governor Gavin Newsom’s signature. While AB 3129 impacts several different provider types, this article focuses on its impact on Management Service...more
The growth in private credit (lending by institutions other than banks) has been one of the most significant capital market developments of the last decade. It is estimated that the size of the private credit market was...more
NAV facilities come in all shapes and sizes and, unlike subscription facilities, there is no standardised collateral package for these kinds of transactions. In the European market, many lenders - particularly investment...more
As our December 2023 Insight noted, California’s SB 184 (enacted in June 2022) and accompanying regulations contain pre-transaction notice requirements by “specified health care entities” for certain “material change...more
In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more
Injunctions are an indispensable weapon in the business divorce lawyer’s arsenal. Primarily defensive in nature, temporary restraining orders and preliminary injunctions tend to feature prominently at the outset of business...more
This year has seen a significant amount of consolidation of sponsors in the private equity market, and this is a trend that is predicted to continue throughout 2024 and beyond....more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
Growing state-level oversight of M&A and other strategic transactions for healthcare provider businesses will impact growth strategies across major markets. The volume of healthcare services transactions in the United...more
On October 8, 2023, California’s Governor signed Assembly Bill (AB) 647, which revises recall rights for grocery workers when there is a change of control in a grocery establishment....more
The Eagles, in their popular song "Hotel California," were prophetic when singing, "You can check out any time you like, but you can never leave." Oil and gas companies today may find it increasingly difficult to exit oil and...more
If artificial intelligence (AI) is the vehicle that will revolutionize health care, data is the fuel that will propel the revolution. Health AI startups have recognized an unprecedented opportunity to create a transformative...more
In this edition of Fintech Flash, we discuss important things you should know about the change of control requirements when acquiring a fintech company with state lender, loan broker, debt collector, or money transmitter...more
On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities. Minnesota...more
After the unprecedented boom of the immediate post‑COVID era, European M&A activity has slumped in recent months. Indeed, recent market intelligence from Dealogic showed that Q1 of 2023 in EMEA saw a 68% decline in M&A volume...more
California has had a handful of bills in recent years that discuss the process for hiring employees when there is a change in ownership or control. There is another bill pending pertaining specifically to grocery stores that...more
A change of control provision gives a party certain rights under a contract, such as the right to receive payment, require consent, or terminate the contract, in the event of a specified trigger. Triggers can relate to a...more
On March 15, 2023, Chancellor McCormick of the Court of Chancery in Delaware issued a post-trial opinion in a stockholder class action imposing liability upon a founder and CEO (“CEO”) for breaching Revlon sales process...more
A law in New York Governor Hochul’s proposed budget aimed at regulating “large physician practices being managed by entities that are investor-backed” has been dropped from the State Senate and Assembly proposed budgets...more
Healthcare entities, home healthcare agencies, and staffing registries considering a transaction in New Jersey must keep new obligations to certain employees in mind. On August 18, 2022, Governor Murphy signed into law New...more
Health care entities, home health care agencies, and staffing registries considering a transaction in New Jersey will need to keep in mind new obligations to certain employees. On August 18, 2022, Governor Murphy signed into...more
It seems inevitable there will be an uptick in private credit defaults as economic conditions further deteriorate. What steps are you taking in terms of portfolio management to prepare for the next cycle with respect to...more
Financing terms in the VC market are tightening in a hurry. As valuations of public company comparables crumble and VCs engage in stricter price discipline, startups able to raise money may only be able to do so at...more
On April 19, 2022, the New York Department of Financial Services (“NY DFS”) issued Insurance Circular Letter No. 5 (2022) (the “Letter”). The Letter, entitled “Acquisitions of Control and Disclaimers of Control”, was...more