Tagged: acquisitions

2016 M&A Year in Review

The MBBP M&A team has extensive experience guiding clients through the complexities of M&A transactions in diverse markets. Over the last decade, we have represented hundreds of publicly-traded and privately-held companies in transactions, both buyers and sellers, valued from several million dollars up to hundreds of millions of dollars.

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In 2016, MBBP completed a variety of M&A transactions in diverse fields such as the manufacture of window coverings and the delivery of real world Radio Frequency performance test solutions, and encompassing industries as varied as the streaming of panoramic and 360-degree video and the distribution of building products.

Read more about our 2016 M&A deals. Cheers to a successful year for our clients!

Mary Beth Kerrigan On Venture-Backed M&A Encore Panel

Back by popular demand, corporate partner Mary Beth Kerrigan was a panelist at an encore panel of this year’s ABA Business Law Annual Meeting in Boston. Mary Beth discussed complex issues that arise in acquisitions of venture-backed companies. M0846587

The webinar included varying topics, including disproportionate allocation of indemnity risk among stockholders/stakeholders, complex waterfalls, and much more. Congratulations to Mary Beth on another job well done!

To learn more about the conference, visit the ABA’s event page.

MBBP’s Shannon Zollo quoted in Corporate Counsel article discussing Facebook’s M&A due diligence of its acquisition of Oculus VR

In an article published in ALM’s Corporate Counsel, corporate partner Shannon Zollo commented on Facebook’s M&A due diligence ahead of its approximately $2 billion acquisition of virtual reality developer Oculus VR. SSZ Headshot Photo 2015 (M0846567xB1386)Video game creator ZeniMax Media Inc. sued Oculus, and Facebook once it purchased Oculus, on several allegations, including copyright infringement. In the trial, Facebook’s CEO Mark Zuckerberg was questioned about whether the one weekend his company was given to perform due diligence was enough time.

Shannon notes that “as a general rule, due diligence under normal conditions can take at least a few weeks, if not a few months”, and that proper due diligence could be difficult to conduct under such a short time frame, especially when intellectual property is a key component of the deal. Jury deliberations have begun in the trial.

For further detail on the case and on Shannon’s comments on due diligence, read the full article.

Scott Bleier Presenting at ABA Business Law Annual Meeting

MBBP Corporate Partner Scott Bleier will participate in two separate sessions during this year’s ABA Business Law Annual Meeting in Boston.  Scott will be discussing the recent Sun Capital Partners III v. New England Teamsters & Trucking Industry Pension Fund (D. Mass. March 28, 2016) court case at the Private Equity and Venture Capital Jurisprudence meeting on Friday, September 9th.  Additionally, later that day he will be leading a presentation of the Venture Capital Transactional Documents and Issues Subcommittee regarding various alternative approaches to financing start-up companies, including SAFEs and KISSs.M0846500

This year’s meeting includes panels with diverse subject matters, as well as numerous networking opportunities.  In addition to Scott’s role, Corporate Partners Mary Beth Kerrigan and Jon Gworek will also take part in the conference.  Mary Beth will be a panelist on the panel “Venture-Backed M&A: Special Considerations“, while Jon Gworek will conclude his tenure as Chair of the Private Equity and Venture Capital Committee.

To learn more about the conference, view the ABA’s event page.

MBBP’s Carl Barnes to be Panelist on MCLE M&A Program

For the third time in four years, MBBP Attorney Carl Barnes will be a panelist on MCLE’s Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions program. Carl will discuss drafting and negotiating key provisions of M&A agreements, with a focus on drafting considerations arising out of recent Delaware case law. CFB Headshot Photo 2015 (M0846497xB1386)

This year’s program will take place from 2:00 to 5:00 p.m. on June 27th at the MCLE Conference Center in Boston, MA. The conference will also be available by both live and recorded webcast. To attend the program or to participate in the live webcast, register here.

Carl Barnes Panelist on Fairness Opinions

CFB Headshot Photo 2015 (M0846497xB1386)MBBP Attorney Carl Barnes will be a panelist in the webinar “When and Why Should a Board Require an Independent Fairness Opinion,” presented as part of the BDO KNOWLEDGE Webinar Series program. The discussion will focus on what fairness opinions are, what they are not, valuation techniques, and the role fairness opinions play in helping directors to fulfill their fiduciary duties in M&A and other transactions.

This moderated panel will be held from noon to 1:00pm, Boston time, on May 5. To register, please visit BDO’s event registration page.

Shannon Zollo Panelist at AMAA New England Chapter Meeting

Attorney Shannon Zollo will be a panelist at the upcoming Alliance of Merger &SSZ Headshot Photo 2015 (M0846567xB1386) Acquisition Advisors New England Chapter meeting on Monday, May 9th from 4-7pm. The AMAA is the premiere international organization serving the needs of middle market M&A professionals worldwide through educational and transactional support. The New England Chapter serves as a more local resource for face to face connections, education, and professional opportunities.

This upcoming meeting is on the topic of “Bridging the Valuation Gap – Earn Outs”. Specifically, the panelists will discuss the use of earn outs in M&A, structural considerations, measurement methods, legal issues, tax implications, valuation and financial reporting, and potential pitfalls.

To learn more and to register, check out the AMAA New England Chapter Event page.

 

2015 M&A Year in Review

The MBBP M&A team has extensive experience guiding clients through the complexities of M&A transactions in diverse markets. Over the last decade, we have represented hundreds of publicly-traded and privately-held companies in transactions, both buyers and sellers, valued from several million dollars up to hundreds of millions of dollars.

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Last year’s Mergers and Acquisitions front was no different. In 2015, MBBP completed a variety of M&A transactions in diverse fields such as oil and gas processing and email security and encryption, and encompassing industries as varied as digital game development and biotechnology, software architecture and optic lens assembly.

Read more about our 2015 M&A deals. Cheers to a successful year for our clients!

Delaware Supreme Court Upholds Chancery Court Ruling in SIGA Litigation

By Mark Tarallo

MJT Headshot Photo 2015 (M0846615xB1386)The Delaware Supreme Court recently issued a ruling in Siga Technologies, Inc. vs. PharmAthene, Inc., one of the longer-running disputes in the Delaware court system.  The case arose out of the failed license agreement and merger between Siga Technologies, Inc. (“SIGA”) and PharmAthene, Inc. (“PharmAthene”) in 2006.  SIGA had initially sought the business arrangement in order to survive, and then backed away from the transaction as its prospects began to improve over the course of 2006.  After SIGA terminated discussions and refused to enter a license agreement on the terms set forth in a term sheet the parties had agreed to, PharmAthene sued SIGA in the Delaware Chancery Court.  The Chancery Court issued an order awarding damages to PharmAthene.  Both parties appealed, and on May 24, 2013, the Delaware Supreme Court issued a ruling (referred to as “SIGA I”) remanding the case to the Chancery Court for consideration of certain issues relating to damages.  The Chancery Court issued an order on January 15, 2015, awarding PharmAthene approximately $113 million in damages, and to the surprise of absolutely no one, both parties again appealed.  On December 23, 2015, the Delaware Supreme Court issued a ruling (likely to be referred to as “SIGA II”) upholding the actions of the Chancery Court.

The basis of the dispute was a detailed license agreement term sheet signed by the parties and referred to throughout the litigation as the “LATS.” The Chancery Court relied on some of the terms set forth in the LATS when calculating damages, despite the claims of SIGA that this was too speculative a measure.  The Supreme Court disagreed, and ruled that the Chancery Court could use an estimate of lump sum expectation damages (based on the terms in the LATS), as long as the plaintiff could prove the existence of such damages with reasonable certainty.  The Supreme Court agreed with the Chancery Court’s determination that PharmAthene had met that burden, and upheld the Chancery Court’s award of damages.  The full text of the opinion can be found at here.

M&A Clips Video #11– Closing Conditions