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.

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.