Cooley M&A Insight From Q4 2018
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MightyHive Agrees to Sell to S4 Capital
MINDBODY Sells to Vista Equity for $1.9 Billion
Meredith Sells Fortune Brand for $150 Million
Capital Education to Sell to Catapult Learning
ConvergeOne Agrees to Sell to CVC for $1.8 Billion
Clearlake Capital Closes Pair of Key Acquisitions
Jecure Therapeutics Sells to Genentech
Arena Pharmaceuticals Enters $1.2 Billion Agreement With United Therapeutics
Sazerac Acquires Portfolio Brands From Diageo Plc for $550 Million
Qatalyst, Financial Advisor to Imperva, Sells to Thoma Bravo for $2.1 Billion
M&A blog: Q4 2018 recap
Top 10 2018 Cross-Border M&A Trends Across the Pond
In spite of a general environment of political and economic uncertainty and a daily sprinkling of stock market volatility, trade wars, sanctions, the US government shutdown disrupting the market for IPOs, Brexit uncertainty, natural disasters and various other crises, cross-border M&A activity momentum continues.
MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction
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.
US vs UK Private M&A – Two Agreements Divided by a Common Language?
The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. To the untrained eye, acquisition and sale agreements governed under either system may appear very similar, and differences are classified as "form over substance." There are, however, a handful of material differences in approach and legal ramifications that affect corporate transaction structuring and liability exposure that seasoned M&A practitioners should be familiar with.
CFIUS Pilot Program to Require Mandatory Notification of Certain Transactions
On October 10, 2018, the US Department of the Treasury issued a set of interim regulations for a pilot program implementing certain provisions of the Foreign Investment Risk Review Modernization Act of 2018, which President Trump signed into law August 13, 2018.
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