Steps to reduce buyer risks with fiduciary duty breaches in M&A

Risks to the Buyer of Fiduciary Duty Breaches by the Target in the M&A Sale Process
By Kimberly R. Spoerri, Esq. & Keenan S. Weatherford, Esq.

Attention to accretive M&A as a solution to investor pressure when growth slows has led to pressure on merger parties to “cut corners” on process that puts at risk compliance with fiduciary duties. This paper discusses how it is critical for acquirors to take steps to assure that the boards of their targets have been complying with their duties.

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Recent Delaware decision highlights claims against management post-acquisition

Claim Against Target CEO Survives Dismissal, While Aiding and Abetting Claim Against Private Equity Buyer is Dismissed
By Meredith E. Kotler, Esq. & Roger A. Cooper, Esq. & Mark E. McDonald, Esq. & April Collaku, Esq.

By ‘steering’ the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, the target CEO breached his fiduciary duties, found the Delaware Court of Chancery in In re Xura, Inc. Stockholder Litigation.

By denying the target CEO’s motion to dismiss claims that he breached his fiduciary duties, the court provided an instructive case for understanding...

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The state of the deal: Trends that will drive M&A in 2019

The state of the deal: Trends that will drive M&A in 2019
By Mr. Russell Thomson & Ms. Susan Dettmar & Mr. Mark Garay

Deloitte’s sixth M&A trends report reviews insights from 1,000 executives at corporations and private equity firms about deal activity in the current year and their expectations for the next 12 months. Given current uncertainties facing dealmakers, the somewhat surprising results point to sustained, strong deal activity, with 76% of M&A executives at US-headquartered corporations and 87% of M&A leaders at domestic private equity firms expecting an increase in the...

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Abandoned acquisitions: Why some deals fail to complete?

Abandoned acquisitions: Why do some deals fail to complete?

This paper discusses the findings of an extensive, long-term research study into abandoned acquisitions—defined as announced merger and acquisition that subsequently fail to complete.  Nearly 80,000 announced transactions during the period 1992-2016 were analyzed for the study.

The research on deal failure rates by acquirer-target region pairs, and emphasizes the significant difference in failure rates between public and private announced deals, which is attributed to...

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Understating people risks and related value drivers in M&A transactions

People risks in M&A transactions
By Mr. Jeff Chernosky & Mr. Jeff Black

Mercer’s annual research report on people risks in M&A transactions provides an in-depth view of the human capital issues buyers and sellers are facing. 

In addition, this report identifies practical solutions and strategies organizations are deploying to effectively hedge these risks and drive deal value. 

Among the broad trends identified was that, more than ever, the challenge of... 

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