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MBBP’s 2016 M&A Year in Review 02/14/2017

Posted by Morse Barnes-Brown Pendleton in Corporate, Deal News, Internet and E-Commerce, M&A, Manufacturing, Retail & Service, Public Companies.
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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. For a sampling of our 2016 transactions, visit our M&A blog.


Revised HSR Thresholds 2017 01/27/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Corporate, M&A.
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On January 19, 2017, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2017 in connection with reportable jmc-headshot-photo-2015-m0846508xb1386transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). These new HSR thresholds will go into effect 30 days after they are published in the Federal Register, which is expected to happen in late February.

For more information about the revised thresholds, read the full post written by corporate attorney Jonathan M. Calla on our M&A Today blog.

MBBP Partner Carl Barnes to be Panelist on MCLE M&A Program 06/10/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Client News, Corporate, Events, M&A.
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Carl Barnes (CFB)Carl Barnes will be featured as a panelist on the upcoming MCLE program “Representations, Warranties, Indemnification and Termination Provisions: Drafting and negotiating to allocate risk in business transactions”.

For more detail and for information on how to register, visit our M&A Today blog.

Attorney Shannon Zollo Panelist at AMAA New England Meeting 04/13/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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MBBP Attorney Shannon Zollo will be a panelist at the SSZ Headshot Photo 2015 (M0846567xB1386)upcoming Alliance of Merger & Acquisition Advisors New England Chapter meeting on Monday, May 9th. The topic of this meeting is, “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.

MBBP Client Becomes Europe’s Largest Provider of Digital Learning Platforms 12/23/2015

Posted by Morse Barnes-Brown Pendleton in Client News.
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itslearning Logo

Last month, MBBP Client itslearning, a market leading learning management system provider, announced its acquisition of Fronter, a Scandinavian-based learning management system.  The acquisition makes  itslearning Europe’s largest provider of digital learning platforms.

Read the full press release here.


M&A Video Clip – Working Capital Adjustment: Common Issues in M&A Transactions 11/03/2015

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A, New Resources.
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In the sixth video of MBBP’s M&A Clip Series, M&A attorney Scott Bleier explains why working capital is a vital piece of the M&A transaction.

M&A Clips Video #6 Common Issues in M&A Transactions- Working Capital Adjustment

M&A Video Clip – Escrow: Common Issues in M&A Transactions 10/14/2015

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, M&A.
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In the fifth video of MBBP’s M&A Clip Series, M&A Attorney Joe Marrow discusses escrow (or a hold back) which is common in most merger and acquisition transactions.


VIDEO: Common Issues in M&A Transactions: Deal Structure 06/15/2015

Posted by Morse Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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Head on over to MBBP’s YouTube page and enjoy the 1st in our 2015 M&A Clips Series. Attorney Scott Bleier discusses Deal Structure and other common issues in M&A transactions, as well as practical information on how to avoid complicated, expensive and time-consuming pitfalls.

Make sure to visit the M&A Blog too. You won’t want to miss Video 2 – Investment Banker Engagement Letters!

Also – have you registered for next week’s seminar: Tax Issues in M&A Transactions? Space is filling quickly!


Delaware Court Strikes Down Indemnity, Release Provisions in Merger Agreement 01/09/2015

Posted by Morse Barnes-Brown Pendleton in M&A.
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By Mark TaralloCorporate Attorney Mark Tarallo

A recent opinion issued by the Delaware Chancery Court may have a significant impact on the way acquisition transactions are structured.  The opinion considers a merger between a company called Audax Health Solutions (Target) and UnitedHealth/Optum (Buyer).  Cigna Insurance was a large shareholder of Target.  The merger between Target and Buyer was approved by written consent of 66.9% of the Target shareholders, and the certificates of Merger were filed, consummating the merger.  Cigna did not vote in favor of the merger.  The written consents incorporated a “Support Agreement,” pursuant to which the shareholders of Target granted a release and agreed to certain indemnity obligations.  Some of the indemnity obligations included an indefinite indemnity period with respect to some of the fundamental representations in the merger agreement between Buyer and Target.

After the consummation of the merger, Cigna requested in writing that it be paid its merger consideration.  Buyer refused, indicating that Cigna would be paid only upon executing and submitting the Written Consent/Support Agreement to Buyer.  Cigna refused to sign the Written Consent/Support Agreement and sued Buyer.  After hearing arguments from both Cigna and Buyer, the court issued its decision.  The two most significant components of the court’s ruling are as follows:

  1. Once the merger has been consummated, shareholders are entitled to their merger consideration, without the requirement of having to execute and deliver any sort of consent, waiver, Support Agreement, etc.  The court specifically ruled that the release is ineffective (so Cigna has the right to receive the merger consideration it is owed AND sue for some sort of breach that resulted in a reduced price) because no additional consideration is being offered for it.  The court ruled that with respect to a shareholder who has not voted in favor of the merger, once the merger is consummated all other obligations are extinguished and the shareholder is entitled to be paid the merger consideration without any further action by such shareholder.
  2. Because some of the indemnification obligations are indefinite as to time and amount, the court struck them down, taking the position that they violate Section 251 of the DGCL, since the shareholders cannot know with any degree of certainty how much of the merger consideration they will ultimately retain.

The name of the case is Cigna Insurance v. Audax Health Solutions, Inc., and the full text can be found here .

Mergers & Acquisitions 101 with Mark Tarallo 09/15/2014

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, M&A, MBBP news.
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Attorney Mark Tarallo will present the basics of an M&A transaction from start to finish in tomorrow’s Mergers & Acquisitions 101 provided by MyLawCLE.

Key topics to be discussed:

  • Pre-Transaction Considerations
  • Basic Transaction Structuring-Tax, Liability Protection and Other Considerations
  • Transaction Documentation
  • Post-Closing Matters
  • Recent Delaware Case Law
  • Ethical Issues

This CLE program is available in multiple formats, including live and self-study versions. Live broadcast will take place on Tuesday, September 16th from 2:00 – 5:15 EST.

Register at MyLawCLE.

“Materiality Scrape” Provisions 04/22/2014

Posted by Morse Barnes-Brown Pendleton in M&A.
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Corporate Attorney Scott BleierBy: Scott Bleier

A “Materiality scrape” provision reallocates indemnification risk from the buyer to the seller and should be reviewed by sellers and their legal counsel with a critical eye.

Click here to read the full article and learn more about how materiality scrape language and can impact the sale of your business.

MBBP Launches M&A and VC Blogs 04/01/2014

Posted by Morse Barnes-Brown Pendleton in MBBP news, New Resources.
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MBBP recently launched two new blogs:

M&A Today

This blog is a service of MBBPs Mergers and Acquisitions practice and focuses on current issues and events that are of interest to business founders and investors looking to acquire or exit a business. Our attorneys have extensive experience in complex M&A transactions, including private equity deals, representing both publicly traded and privately held buyers and sellers. Click here to follow our blog.

VCs and Startups

The start-up ecosystem can be complicated and difficult to navigate. Through this blog, we aspire to educate entrepreneurs, start-up companies and investors about a wide spectrum of issues related to a company’s lifecycle, including incorporation, seed financings, venture capital and liquidity transactions. We also hope to keep our readers up to date with changes in the law and make them aware of best practices for managing issues that start-ups face on a daily basis. Click here to follow our blog.

Peopleclick Authoria Acquires Aquire Solutions 05/26/2011

Posted by Morse Barnes-Brown Pendleton in Client News.
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Aquire, Inc., a leading provider of workforce planning and analytics solutions, has been acquired by Peopleclick Authoria, a global talent management, vendor management, workforce compliance and diversity vendor.

Morse, Barnes-Brown & Pendleton serves as counsel to Aquire and its shareholders, and advised them in connection with the structuring, negotiation and documentation of this transaction. Mark Tarallo was the lead attorney for the transaction.

To learn more about this deal, please visit our website.

Please contact Mark Tarallo with any questions regarding acquisitions.

Hastings Equity Partners Acquires Danlin Industries 05/13/2011

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News.
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Hastings Equity Partners, a private investment firm that acquires and grows small to mid-sized enterprises,  has completed a majority recapitalization acquistion of Danlin Industries Corporation, a supplier of specialty chemicals to the oil and gas industry.

Morse, Barnes-Brown & Pendleton serves as counsel to Hastings Equity Partners, and advised it in connection with the structuring, negotiation and documentation of this transaction. Shannon Zollo was the lead attorney for the acquisition deal.

For questions regarding mergers and acquisitions, please contact Shannon Zollo.

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