In February 2021, 23andMe announced its intention of going public via a special purpose acquisition (SPAC) IPO backed by Richard Branson, Founder of Virgin Group.1 The deal currently values 23andMe at $3.5 billion dollars, and Wojcicki and Branson each invested $25 million of their own money as part of the $250 million fund formed to…
Tag: M&A
A Primer on the (Not So) Special Purpose Acquisition Company Boom
Despite the unprecedented nature of 2020 and the challenges brought by the COVID-19 pandemic, Special Purpose Acquisition Companies (“SPACs”) cemented their place in, and return to, the world of finance. SPAC initial public offerings (“IPOs”) erupted in 2020, with greater average size and overall frequency. In 2020, SPAC IPOs raised over US$89 billion in gross…
Delaware Chancery: No Fiduciary Duty To Maximize Earn Out In Acquisitions
Fiduciary duties typically require one to act in the best interests of their beneficiary, even if those interests may conflict with their own. This can present issues when part of the consideration for an acquisition is contingent on the future performance of the target, otherwise known as an “earn out.” If the buyer completely controls…
Will Big Blue’s New Red Hat be a Good Fit?
On October 28, 2018, IBM announced its plan to acquire software developer Red Hat for $34 billion in cash. If the deal goes through, it will be the second largest in industry history1 and the largest deal in IBM’s 107 years of operation.2 This announcement continues a tremendous winning streak for mergers and acquisitions. The…
T-Mobile-Sprint Merger and Antitrust Scrutiny
On April 29, 2018, Sprint and T-Mobile announced an agreement to merge the two companies. Though this is exciting news, we have been here before. On-and-off discussions between Sprint and T-Mobile have been ongoing for over four years. The most recent set of discussions took place in the fall of 2017. However, on November 4,…
The DOJ’s Input Foreclosure Challenge to the AT&T-Time Warner Merger
On November 20, the Department of Justice (DOJ) filed a lawsuit under section 7 of the Clayton Act to enjoin the merger between AT&T and Time Warner. According to the government, the deal—which has been in the works since October of last year—is worth $108 billion and would have a deleterious effect on consumer prices…
The Bayer-Monsanto Merger – Antitrust Concerns and What’s at Stake
On September 14, 2016, Monsanto Co.—a St. Louis based agribusiness giant and seed company—announced its agreement to be acquired by the German chemicals multinational Bayer AG in a deal that would ultimately be worth $63 billion.1 From the start, the deal “that would create the world’s largest integrated pesticides and seeds company” has raised critical…
The Trump Administration’s Stance on Antitrust Laws.
With Makan Delrahim’s recent confirmation by the Senate to head the Department of Justice’s (“DOJ”) Antitrust division, the focus has now shifted to the Trump administration’s approach to corporate transaction deals and the potential appurtenant policy changes.1 Under the Obama administration, the Antitrust division continued recent trends exemplified by an increasing inclination to challenge proposed…
This post is a follow-up my previous posts covering the Yahoo-Verizon merger.1 The Threat of Cyber-crime Cyber-crime is one of the greatest threats that businesses face,2 and it’s a problem that is only becoming more prevalent. The New York Office of the Attorney General saw a 60% increase in data breach reports in 2016 compared…
The Fallout of the Yahoo Hack
This post is an update of my previous post covering the Verizon-Yahoo merger.1 The Effect on the Verizon-Yahoo Merger Amidst the negotiations for Yahoo’s acquisition by Verizon, Yahoo revealed that its customer data had been stolen in a cyber-attack – with Verizon reportedly looking for a $1 billion reduction in the price.2 A recent Yahoo…