For a board of directors of a company, perhaps no decision is as important (and litigious) as the sale of the company in a change-of-control transaction. Shareholder lawsuits aimed at merger and acquisition (“M&A”) transactions (usually in the form of a putative shareholder class action or derivative suit) often allege that the directors of the… Continue Reading
This is the fifth part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
So you are set on taking your company private. Well, before you put your plans in motion, there are a lot of risks and potential consequences to consider along with the benefits. At the moment, no one knows this better than Michael Dell, CEO of Dell Inc. Back in February 2013, Mr. Dell and his… Continue Reading
Cash may be king, but the use of stock to buy a target company can be very advantageous. The practice of using stock to purchase a target company never really went away, but it did become less desirable to target company shareholders during the recent economic downturn. With stock values dropping and access to credit… Continue Reading
When the private equity firm 3G Capital took Burger King private in 2010, it used an innovative “dual-track” acquisition structure to minimize the amount of time to consummate the acquisition. This involved 3G simultaneously pursuing both a friendly tender offer to Burger King shareholders as well as a traditional merger that would need to be… Continue Reading
Following up on my post on the subject, I had the opportunity to speak with Colin O’Keefe of LXBN regarding the Facebook/Instagram deal. In the brief interview, I explain how things have changed since Facebook’s IPO and what, if anything, that meant for the deal’s fairness review with the California Department of Corporations.
We previously blogged about the potential liability for Facebook, Inc. directors if the company paid too much for the social media start-up company Instagram. Recall that in April, Facebook agreed to acquire Instagram for, at the time, approximately $1 billion with the consideration payable 30% in cash and 70% in Facebook common stock (now, due… Continue Reading