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.
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.
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.
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
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.
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.
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.