D&O insurance policies protect directors and officers of companies from liability for certain wrongful acts. When a company merges or is sold, the directors and officers of the pre-acquisition company are no longer protected by the old company's D&O insurance policy. D&O insurance tail coverage therefore offers past leaders with essential protections.
Stock price drops can be bad news for a company for a variety of reasons. Securities class action lawsuits, whereby investors sue a company for allegedly misrepresenting material information to them, are becoming an increasingly frequent occurrence. It is critical for a company's in-house legal team to understand the steps involved and strategies for defending a company faced with a securities class action lawsuit.
Change-in-control severance arrangements help boards retain executive leadership through the uncertainty of a merger, balancing retention incentives with tax rules, disclosure obligations, and shareholder scrutiny.
Redemption rights are an important component of de-SPAC transactions, or transactions involving the merger of a special purpose acquisition company (SPAC) with a target operating company. Understanding the details of these public shareholder redemption rights can be critical to successfully navigating a de-SPAC business combination.
While building products distribution may not be considered the sexiest industry, growth opportunities are massive in this market. QXO recently acquired TopBuild for $17 billion acquisition, expanding its position as a leading industry player.
Iconic companies with high debt levels can struggle despite attractive business offerings. Caesars Entertainment is one such example. Known for its portfolio of resorts and casinos, including Caesars Palace in Las Vegas, Caesars Entertainment has faced a number of setbacks as a result of high outstanding debt obligations. It was recently announced that Fertitta Entertainment would acquire Caesars for $18 billion, including the assumption of $12 billion of Caesar's outstanding debt. The move is opportunistic for Tilman Fertitta, the owner of Fertitta Entertainment, as he seeks to build a hospitality empire.
Private equity leveraged buyout transactions otten attract news headlines, but the extensive process behind negotiating debt financing commitments for an acquisition is given relatively little attention. Debt financing comes from a number of different financing sources, which can include traditional banks as well as direct lenders. The key structural and economic terms in the commitment papers are the subject to lengthy negotiations and due diligence. This article provides an overview of the process and key terms.
Regulation Crowdfunding, also known as Regulation CF, provides a way for many small businesses to raise small amounts of capital from a broad investor base. Companies looking to raise funds through crowdfunding must carefully follow the criteria in Regulation CF in order for the securities offering to be considered exempt from U.S. securities law registration requirements.
During the months between the signing and closing of a merger transaction, many steps need to occur. This article provides an overview of the key steps, regulatory approvals, and conditions precedent that must be satisfied prior to closing a merger transaction.
Bending Spoons, an Italian startup, has rapidly expanded through acquisitions of companies with strong brand values but weakened growth prospects. Notable recent acquisitions include AOL, Eventbrite, and Vimeo. Unlike the traditional private equity model, which acquires companies with the intent of increasing value before eventually exiting the investment, Bending Spoons seeks to hold the companies it acquires permanently. The unique approach has resulted in the company reaching an $11 billion valuation.
Keurig Dr. Pepper, known for iconic beverage brands such as Dr. Pepper, Snapple, and the Keurig brewing system, is pursuing an $18.4 billion acquisition of JDE Peet's. The acquisition of the global coffee giant will be followed by a spin-off of its coffee and refreshment beverage businesses into two separate companies. It remains to be seen whether the transformational transactions will result in greater growth or be a disappointment.
Special purpose acquisition companies, or SPACs, are making a comeback in 2025. SPACs experienced a surge in popularity between 2020-2021 before falling out of fashion. The recent resurgence in SPACs has been driven by factors such as stock market […]
The merger of Omnicom Group Inc. and The Interpublic Group of Companies, Inc., two advertising and marketing heavyweights, is set to combine highly complementary marketing platform capabilities and talent. The $13.5 billion all stock acquisition will create the world’s […]
Joby Aviation, an air taxi company based in California, is flying to new heights with its latest acquisition. The futuristic transportation company plans to acquire Blade Air Mobility’s commercial passenger division. Blade has become renowned for its helicopter flights […]
The merger of real estate brokerage firm Compass, Inc. and Anywhere Real Estate Inc., a rival brokerage firm that owns prominent brands Coldwell Banker, Sotheby’s, and Century 21, is set to bring more consolidation to the residential real estate […]
A glowing Skechers storefront reflection overlaps with a modern office skyscraper bearing the 3G Capital logo. A ticker-tape of “$63 per share” pulses across the bottom. Golden-hour light adds warmth and optimism to the scene. Light haze, corporate lens flare. Shot with DSLR, f/2.0, 35mm lens.
Walgreens explores a potential buyout by Sycamore Partners. Learn about past M&A strategy, PE interest in retail, and how leveraged buyouts and asset sales factor into valuation, board strategy, and market response.
M&A deals often hinge on retaining key executives. Explore double-trigger vesting, rabbi trusts, retention pools, and parachute provisions that shape how compensation continues post-transaction.
Hostile takeovers trigger board-level defensive responses. Learn about poison pills, dead-hand pills, shareholder rights plans, and board fiduciary obligations when takeover bids present significant premiums.
A bear hug is an unsolicited, premium takeover offer meant to pressure a target’s board. Learn about the fiduciary implications, Schedule TO filings, and how deals like Twitter vs. Elon Musk or Xerox vs. HP unfold in public view.