Cooley M&A Insight From Q3 2019

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Fourth Annual Symposium on Corporate Law at UC Berkeley

Cooley is a sponsor of the fourth annual Symposium on Corporate Law at UC Berkeley. This two-day, multi-panel event will explore the development of corporate law, the evolving relationships between corporate stakeholders, M&A and what corporate lawmaking may look like in the future. With two days full of insightful panels, this event is an excellent way to both network with and learn from some of the best lawyers, professionals and scholars in a variety of fields. M&A co-chair Jamie Leigh will speak at the event to discuss hot topics in capital markets and M&A.

New PE + M&A video series – Dealology

Dealology is our new video series covering the ins and outs of private equity and M&A deals.

Dealology – Three Key Issues in Private Equity Add-On Deals

Private equity add-on acquisitions – the deals where a PE firm has already purchased a portfolio company in an industry or market segment and uses that investment as a platform to acquire other companies – have increased every year since 2013 and in 2018 accounted for two-thirds of all private equity deals and more than $300 billion of deal value.

Dealology – Purchase Price & Post-Closing Liability Tax Factors

The purchase price in a private deal is never the headline number you first read about. It gets adjusted for a variety of factors, including tax considerations. Negotiating post-closing liability and indemnities also must take tax into account.

Dealology – Equity Commitment Letters and Guarantees in Private Equity Deals

Equity commitment letters are essentially ubiquitous in private equity deals and guarantees are common when debt financing and reverse termination fees are in the mix.

M&A blog: Q3 2019 highlights

Taking a Play Out of the Financial Acquirer’s Playbook

As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the "run-pass option" that, before finding a home in every NFL team's playbook, was used only in high school and college football games. In public M&A, some provisions in merger agreements become near-universal as practitioners study precedents and react to case law.

Use of Earn-Outs to “Bridge” the Valuation Gap

There's an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It's a wonderful metaphor and one that dealmakers would be wise to remember when working to construct agreements to solve for divergent views on value.

Inadequate Cybersecurity and Data Privacy Due Diligence Alleged in Starwood Deal as UK ICO Fines Marriott $125 Million for GDPR Violations

On July 9, 2019, the UK Information Commissioner's Office (ICO) publicly announced its intent to impose a £99 million (approximately $123 million) GDPR fine on Marriott as a result of its acquisition of Starwood and the subsequent discovery and notification of a data breach at Starwood.

Related Contacts
Barbara Borden Partner, San Diego
Jamie Leigh Partner, San Francisco
Alfred Browne Partner, Boston
Miguel J. Vega Partner, Boston
Christina Zhang Partner-in-Charge - Shanghai
Laura Medina Partner, Colorado
Michal Berkner Partner, London
David Bresnick Partner, London
Stephen Rosen Partner, London
Justin Stock Managing Partner - London
C. Thomas Hopkins Partner in Charge - Los Angeles
Ray LaSoya Partner, Los Angeles
Meredith Beuchaw Partner, New York
Ron Hopkinson Partner, New York
Steve Tonsfeldt Partner, Palo Alto
Mike Lincoln Business Department Chair, Reston
Andrew Lustig Partner, Reston
Matt Browne Partner, San Diego
Rama Padmanabhan Partner, San Diego
Ben Beerle Partner, San Francisco
Garth Osterman Partner, San Francisco
Eric Schwartzman Partner, San Francisco
Sonya Erickson Partner, Seattle
John Robertson Partner in Charge - Seattle
Aaron Binstock Partner, Washington, DC
Joshua Holleman Partner, Washington, DC
Kevin Mills Partner, Washington, DC
Related Practices & Industries

Mergers & Acquisitions