Three perspectives on M&A value: what you pay, what you get, and what you give.
Warren Buffett is fond of quoting Ben Graham’s adage: price is what you pay; value is what you get. Mr. Buffett is a renowned investor and acquirer of companies, but what does this adage mean when it comes to selling? For the seller, price is what you get. What do you give? In M&A, […]
“$163 million?!!!? Hey, Terminate ME!” (Break-up fees in the middle market)
Hillshire Brands agreed last month to acquire Pinnacle Foods for $4.3 billion in a deal intended to broaden Hillshire’s product offerings beyond Ball Park hot dogs, Jimmy Dean sausages, and other protein products by adding Pinnacle’s roster of iconic grocery brands including Birds Eye, Mrs. Paul’s, Log Cabin, Duncan Hines, Vlasic and more. The market […]
5 Reasons to Sell Your Business in 2014
Owners of many privately-held businesses have sat out the recent resurgence in M&A activity while waiting for their company performance to rebound and waiting for M&A valuations to match their expectations once again. Abundant capital and fervent demand are fueling a strong M&A market, so owners should consider these five reasons to sell their businesses […]
When a Non-binding Term Sheet Becomes Binding
From Mintz Levin: “Although letters of intent and term sheets represent the first step in nearly all negotiated corporate transactions, parties should be aware of court rulings enforcing purportedly non-binding letters of intent. Parties should proceed with caution when drafting letters of intent or term sheets and in their course of conduct surrounding the negotiations of definitive agreements to help ensure they are not later bound to their ‘non-binding’ term sheet.”
US-China summit reminds us that face-to-face is good for business
All the technology in the world cannot replace the effectiveness of a good old fashioned sit down.
7 Deadly Sins to Avoid When Acquiring a Business
Why do so many acquisitions fail? Because those companies failed to avoid these 7 Deadly Sins.
Shareholder Agreements in Closely-Held Massachusetts Corporations
I received this brief summary from Elizabeth Burnett and Jehanne Bjornebye at Mintz Levin and found it interesting. Several questions about the rights of shareholders and their conflicting rights as fiduciaries are addressed in the recent Superior Court decision Merriam v. Demoulas Super Markets, Inc. It’s instructive.
Restricted Stock: A Simpler Solution for Mid-Sized Companies
There are at least five reasons why restricted stock grants remain appealing for a variety of companies, large, medium and small: (1) it’s real stock; (2) it creates a meaningful element of employee retention; (3) the income tax consequences are straightforward; (4) the grantees really do have skin in the game; and (5) an employer can add features that help preserve the control of the current owner(s).
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