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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.

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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.

7th Circuit Rejects Fee Only Settlement 08/25/2016

Posted by Morse Barnes-Brown Pendleton in Corporate, M&A.
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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.

To read more about the court’s decision, read the full post on our M&A blog.

MBBP Publishes August M&A Today Newsletter 08/09/2016

Posted by Morse Barnes-Brown Pendleton in M&A, MBBP news.
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2016-08-08_16-11-25
Hot off the press!

Articles include:

Get more info on our M&A blog or read the full newsletter.

Civil Penalties for HSR Violations Raised by FTC 08/03/2016

Posted by Morse Barnes-Brown Pendleton in Legal Developments, M&A.
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TCFB Headshot Photo 2015 (M0846497xB1386)he Federal Trade Commission announced that the maximum civil penalty for violations of the premerger notification requirements of the HSR Antitrust Improvements Act of 1976 has increased from $16,000 to $40,000 per day. A premerger notification gives the FTC and the Department of Justice, which share jurisdiction over HSR, the ability to review a transaction for anti-competitive effects and determine whether to seek injunctive or other relief before it closes. This 150% penalty increase is due to “catch-up” inflation adjustments.

Learn more about this increase in the full post on our M&A Today blog.

Delaware Chancery Court Rules on “Fair Value” Doctrine 07/29/2016

Posted by Morse Barnes-Brown Pendleton in Legal Developments, M&A.
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M0846615The Delaware Chancery Court recently rejected the long-standing doctrine that the merger price in an arm’s-length transaction always represents fair value. The court carved out exceptions to the doctrine in two cases specifically: Appraisal of Dell, Inc (May 31, 2016) and Appraisal of DFC Global Corp. (July 8, 2016). In both cases, the Chancery Court found that there were specific, enumerated factors that made the merger price inadequate as a measure of fair value, despite the fact that the seller in both cases ran an aggressive and thorough sales process.

Read the full article 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.

Just Posted – MBBP’s 2015 M&A Year in Review! 03/31/2016

Posted by Morse Barnes-Brown Pendleton in Attorney News, M&A, MBBP news.
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M&A TodayCheck out MBBP’s M&A Today blog for a sampling of our successful M&A transactions from 2015.

We take pride in guiding clients through the complexities of M&A transactions in markets as diverse as analytical instruments, software, SAAS, industrial controls, pharmaceuticals, biotech, medical devices, transportation, professional services, and oil & gas.

Cheers to great clients!

 

 

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.

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M&A Video Clip – HSR Act and Timing Issues 10/05/2015

Posted by Morse Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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In the fourth video of MBBP’s M&A Clip Series, Corporate attorney Mark Tarallo addresses HSR Act and timing issues related to closing an M&A transaction.

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Did you miss last week’s topic? No problem. Check our archive.

BlueMetal Acquired by Insight 10/05/2015

Posted by Morse Barnes-Brown Pendleton in Client News, Deal News, M&A.
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bluemetal-logoMBBP Client BlueMetal Architects, Inc., an interactive design and technology architecture firm based in the Boston area, was acquired in a merger transaction by Insight Enterprises, Inc.  a Fortune 500 company based in Phoenix, AZ.

MBBP has served as counsel to BlueMetal since its inception in 2010,  and advised it in connection with the structuring, negotiation and documentation of this merger. Mark Tarallo was lead attorney for the transaction.

For more information, read the full news release here.

M&A Video Clip: Investment Banker Engagement Letters 06/22/2015

Posted by Morse Barnes-Brown Pendleton in Corporate, Legal Developments, M&A, New Resources.
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The second video in MBBP’s M&A Clip Series addresses the necessity of Investment Banker Engagement Letters. Corporate attorney Shannon Zollo gives a brief overview.

Catch Shannon next week discussing another common issue in M&A transactions: Cash vs. Equity

SSZvideo

Did you miss last week’s topic? No problem. Check our archive.

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!

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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 and the Business Judgment Rule: MBBP M&A Today 06/27/2014

Posted by Morse Barnes-Brown Pendleton in M&A, New Resources.
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MA Today Banner (M0620645)
In MBBP’s June issue of M&A Today, Scott Bleier provides insight into “Materiality Scrape” Provisions from both the Buyer and Seller perspective  in merger and acquisition agreements, while Mark Tarallo discusses the business judgment ruling and how it benefits the defendants while providing a clear roadmap for controlling stockholders.

Read the June M&A Today here.

“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.

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