If you’ve closed a deal in the past year, there’s a good chance your outside counsel, your counterparty’s advisors or maybe your own team used an AI tool to review part of the data room.
The appeal is obvious. A Series B data room might contain 300 contracts. A middle-market acquisition data room can easily
The board of directors of any Delaware corporation proposing to merge is required under Delaware law to adopt a resolution approving the merger agreement. In the real world of M&A practice, however, the version of the merger agreement presented to and approved by the board is typically still in draft or nearly-final draft form but not yet final. Does this practice violate Delaware law?
A recent amendment to the Delaware General Corporation Law (“DGCL”) provides that any agreement that must be approved by the board under Delaware law must be in “final or substantially final” form when approved. The DGCL amendment was adopted in reaction to an earlier Delaware Chancery Court ruling in favor of a stockholder that claimed that the board violated Delaware law when it approved only a draft version of the merger agreement. These developments underscore the need for boards to consider whether a merger agreement draft submitted for approval is substantially final before approving it.
Continue Reading “Draft Dodging”: Approving “Nearly Final” Merger Agreement Becomes Dangerous in Delaware
A new federal law goes into effect March 29, 2023 that conditionally exempts from broker-dealer registration persons who solely intermediate small, private company M&A deals. Persons who intermediate larger private company M&A transactions will not be eligible for the new exemption and will need to continue to rely on the SEC’s 2014 no-action letter. The new Federal legislation also does not preempt the states, so M&A intermediaries will need to continue to be mindful of state registration requirements.
Continue Reading Middle Market M&A Brokers Get ReliefAnother week, another chapter in the Elon Musk-Twitter saga. Last month, Musk
posted tweets questioning longtime Twitter claims that automated “spambots” make up fewer than 5% of monetizable daily active users. But on June 6, Musk upped the ante by having his lawyers at Skadden send a demand letter to Twitter reiterating his demand for
In what seems like one of the speediest transaction processes ever for a deal of its
size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with Musk disclosing on April 4 that he had taken a 9.2% stake in Twitter,
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if consistent with industry practice under the circumstances? This became a pressing issue during the early months of the COVID-19
The Securities and Exchange Commission announced on July 13, 2021 that it settled fraud charges against a special purpose acquisition company, its sponsor, its sponsor’s CEO and its proposed merger target for making misleading statements about the target’s technology and national security concerns. Charges against the target’s CEO are proceeding. The settlement order imposes
It’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what the House did on July 17 in voting 406-4 for the “JOBS and Investor Confidence Act of 2018”, also known on the 
street as “JOBS Act 3.0”, which is the latest iteration of the effort
Since 2014, many private company mergers and acquisitions intermediaries have 
chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their activities to representing private companies in M&A deals were not required to register with the SEC as broker-dealers. But as a no-action letter, the