Join us for a 45-minute briefing covering several M&A practice topics. The program is part of a series of quarterly webcasts designed to provide quick insights into emerging issues and practical advice on how to manage common M&A problems. Steve Glover, a partner in the firm’s Global M&A Practice Group, acts as moderator.
Webcast: IPO and Public Company Readiness: Advance Planning for 2025 and 2026 IPOs – Corporate Governance and ESG Considerations
Please join us for a briefing where we explore corporate governance and ESG considerations in preparing for an Initial Public Offering (IPO) and becoming a public company. We delve into state-of-the-art corporate governance policies and practices that companies should implement in connection with the IPO process, ensuring alignment with market practices and evolving trends. Attendees will gain insights into investor and proxy advisor expectations, key issues under Delaware law and stock exchange listing standards.
Federal Circuit Decision in Allergan v. MSN
On August 13, 2024, the Federal Circuit issued a precedential decision on the issue of obviousness-type double patenting (ODP) and patent-term adjustment (PTA) in Allergan USA, Inc. et al., v. MSN Laboratories Private Ltd., et al., No. 24-1061 (Fed. Cir. Aug. 13, 2024). While the decision also addressed other issues, this update focuses on summarizing the Court’s holding on the ODP issue.
FDA Issues Overdue Guidance on Diversity Action Plans in Drug and Device Clinical Trials – What You Need to Know
This update provides key takeaways on the new draft guidance and Diversity Action Plan requirements, including when the new requirements will go into effect, the types of clinical studies that require submission of a Diversity Action Plan, whether FDA intends to issue waivers for the requirements, and the consequences of failure to submit a Diversity Action Plan.
Delaware Court of Chancery Opines on Meaning of ‘Commercially Reasonable Efforts’ in Pharmaceutical Earn-Out Provision
Ryan Murr, Karen Spindler, Todd Trattner, Marina Szteinbok and Artin Au-Yeung are the authors of “Delaware Court of Chancery Opines on Meaning of ‘Commercially Reasonable Efforts’ in Pharmaceutical Earn-Out Provision” [PDF] published by the Deal Lawyers in its May-June 2024 issue.
Delaware Court of Chancery Opines on the Meaning of “Commercially Reasonable Efforts” in a Pharmaceutical Earn-Out Provision
Observations and drafting suggestions for CRE terms in merger agreements, licenses, and royalty purchase agreements.
On April 30, 2024, the Delaware Court of Chancery held that the buyer in a life sciences merger and its successor had not breached their contractual obligations under an earn-out provision to use commercially reasonable efforts (“CRE”) to achieve regulatory approvals for a pharmaceutical product. In Himawan, et al. v. Cephalon, Inc., et al., Vice Chancellor Glasscock found that the merger agreement’s definition of CRE for purposes of the earn-out provision, which referred to the efforts of a company with substantially the same resources and expertise as the buyer, required the Court to analyze whether a reasonable actor faced with the circumstances would continue to pursue the development of a drug that had failed to meet one of its co-primary endpoints in an earlier clinical trial.[1]
Webcast: Preparing for Stronger Markets: Considerations for IPO Readiness
As more private companies begin to explore IPOs again after a difficult period in the markets, strong pre-IPO readiness can position companies to more swiftly access IPO market windows when they open. This presentation explores preliminary IPO planning considerations and key issues for private companies thinking about an IPO.
Behind The ‘CVR Spin’ Method Of Unlocking Assets In M&A
San Francisco partner Ryan Murr, Washington, D.C. partner Stephen Glover and San Francisco partner Branden Berns are the authors of “Behind The ‘CVR Spin’ Method Of Unlocking Assets In M&A” [PDF] published by Law360 on March 11, 2024.
Life Sciences Review and Outlook – 2024
This update provides a recap of 2023 highlights for capital markets, M&A activity, royalty finance transactions and clinical funding arrangements, along with expectations for 2024.
The past five years have been particularly tumultuous in the biopharma sector. Strong capital markets and M&A activity into early 2020 were whipsawed during the pandemic, with equity valuations climbing significantly through early 2021 before dropping dramatically through the fourth quarter of 2023.
OpEd: How to Get Value for Non-Core Assets With CVR Spinoffs
Ryan Murr, Stephen Glover and Branden Berns are the authors of “OpEd: How to Get Value for Non-Core Assets With CVR Spinoffs” published by The Deal on March 7, 2024.