• Mergers and Acquisitions/Exit Planning - QuickRead Top Story - Valuation/Appraisal

    Valuation Issues in M&A

    In Anticipation of Going to Market Valuations performed for mergers and acquisitions are different than most of the traditional valuation work. The author of this article shares the standard of value used in these engagements, the due diligence conducted, and merits of preparing a calculation report in anticipation of going to market. Valuations performed for mergers and acquisitions (M&A) are different than most of the traditional valuation work we handle on a day-to-day basis. One of the biggest differences is the standard of value used. Typically, the valuation professional will use investment value rather than fair market value. NACVA’s definition…

  • Mergers and Acquisitions/Exit Planning - QuickRead Top Story

    Big MAC

    Fresenius is the First (General) MAC in Delaware History (Part I of II) What did Big Foot, the Loch Ness Monster, aliens at Area 51, and Material Adverse Changes (MACs) in Delaware used to have in common? They all allegedly existed but their existence was never proven. That recently changed with a Delaware Chancery Court judge’s 246-page decision in October 2018 that was affirmed by the Delaware Supreme Court in December 2018. Fresenius is the first time a buyer successfully terminated a deal due to a MAC clause in a Delaware court. This (and a follow-up) article summarizes the key…