Tagged: mergers and 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!

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.

Smackdown – 7TH Circuit Rejects Fee Only Settlement

Ruling that the value of certain supplemental transaction disclosures in the context of a $15 billion merger was “nil,” the Seventh Circuit Court of Appeals recently overturned an award of attorneys’ fees to plaintiffs’ counsel in the context of merger litigation.  On August 10, 2016, in the case In Re: Walgreen Co. Stockholder Litigation, case number 15-3799, writing for the 7th Circuit, Judge Posner, following a recent trend of decisions denying requests for attorneys’ fees to attorneys representing shareholders challenging a merger, adopted Delaware’s Trulia standard for approval of such settlements.

The case In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016) decided by the Delaware Chancery Court held in part that “[t]o be more specific, practitioners should expect that disclosure settlements are likely to be met with continued disfavor in the future unless the supplemental disclosures address a plainly material misrepresentation or omission….”

In Walgreen, the plaintiffs’ counsel successfully forced the defendant company to furnish supplemental disclosures regarding the proposed transaction.  The Court in analyzing the supplemental disclosures in the context of the transaction and information that had been previously disclosed to the stockholders determined that the additional disclosures were largely worthless.  As a result, the 7th Circuit held that the additional disclosures did not meet the clearer standard that the disclosures be “plainly material” and the Court held that the settlement award to plaintiffs’ counsel should be rejected by the lower court.

Based on the recent trend of courts to reject payment of fee only settlements in the context of merger litigation, evidence suggests that the filing of so called “strike suits” has begun to decrease.

For more information please contact Joe Marrow.

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.

deals(Click image to see more.)

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!