By ‘steering’ the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, the target CEO breached his fiduciary duties, found the Delaware Court of Chancery in In re Xura, Inc. Stockholder Litigation.

By denying the target CEO’s motion to dismiss claims that he breached his fiduciary duties, the court provided an instructive case for understanding...

In this interview Publisher William Jefferson Black sits down with Andrew Gratz, Associate General Counsel at LyondellBasell, who manages the legal team that supports the multinational public-company's acquisitions, divestitures and other strategic transactions globally. 

LyondellBasell was formed through a merger in late 2007, followed by a 15-month chapter 11 restructuring.  Today the company has a $30B+ market cap and a position as one of the largest plastics, chemicals and refining companies in the world.

This paper discusses the growth of federal class actions suits relating to mergers and acquisitions brought by shareholders.  In 2018 federal courts saw 87% of all class action suits, a significant uptick from 2013 when the level was just 32%.

While disclosure-only settlements have arisen as a preferred method of resolving class action suits in federal courts, the authors caution that...

M&A deals necessitate the involvement of both sides’ board of directors. However, effectively engaging and communicating with each board can be a difficult task to navigate.

Faculty member Brian Mangino, Esq., Partner at Fried Frank distilled board engagement into four major phases and then guided the discussion through each phase...

M&A is a tough business, especially when an acquisition target requires a turnaround to reach profitability.

Around 40% of M&A deals require some type of turnaround, whether because of minor problems or other crises, by the buyer to improve the underlying value of the target company. This study analyzes large deals where...

This discussion looked at acquisitions and corporate venture investments in innovative companies when the objective is primarily to access enabling capabilities or disruptive business models powered by technology and analytics.

The participants focused on transactions where much of the value is embedded in future growth, algorithms, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams.

The authors of this piece highlight three key approaches to averting a broad range of potential issues that often result in post-close disputes; the consistent application of an acceptable accounting methodology, specific example calculations, and dispute resolution process. 

These specific steps can be used to align deal teams and counsel on the potential pitfalls between the intended language in a sale and purchase agreement and the financial implications associated with...

In this conversation with publisher William Jefferson Black, Svetlana Vinokur from Federal Signal, explains the importance of the soft side of deal negotiations. She said, “For private company acquisitions, we find that it’s probably 70 percent price and 30 percent those intangibles including the culture, the people, and the legacy.  That one of the ways we differentiate our bids".   

This extensive discussion covers the role of M&A in the corporate strategy and offers unique some insights on...

Among the broad trends identified in Mercer’s annual research report on people risks in M&A transactions was that, more than ever, the challenge of managing talent — especially in the face of organizational transition — is what most concerns M&A professionals. 

The report identifies practical solutions and strategies organizations are deploying to effectively hedge these risks and drive deal value including...

This discussion looked at methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and guide the deal sourcing process.

Clark O’Niell, Managing Director in the EY-Parthenon practice of Ernst & Young LLP, began the conversation asking the participants how they use data analytics, especially from their own portfolios, as part of...