July 2021

Business News Digest

3 min

Featured Article

This month's featured article discusses potential minority shareholder issues that may arise in relation to structuring a private acquisition as a merger in Delaware and provides recommendations on ways to address them.

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Structuring a Private Company Acquisition as a Merger in Delaware? Be Careful with Post-Closing Obligations for Non-Signing Shareholders

Mergers are a popular structure for a private company acquisition for many reasons, one of which is that under Section 251 of the Delaware General Corporation Law (DGCL) and similar statutes in other states, a deal can be closed without the unanimous consent of all shareholders, as long as it is approved by the requisite number of shareholders under the company's governing documents and applicable law. This can be useful in deals where an entity is controlled by a large number of shareholders because it eliminates the need to reach out to every single shareholder, which can be a logistical challenge. It also is helpful when a minority owner is not interested in selling their interests in the company, as it offers the buyer some leverage if such minority shareholder attempts to block the transaction or negotiate additional consideration.

Venable's Corporate Group Deal Highlights

Venable represented The Outset Group, a beauty company founded by Scarlett Johansson, in a financing by the Najafi Companies. The Outset Group markets and distributes beauty products in the categories of skincare, color cosmetics, body care, brushes and tools, beauty supplements, and fragrances. The Najafi Companies is a private equity firm that makes investments across industries with significant holdings in consumer, retail, e-commerce, sports (including the Phoenix Suns), media, and technology.

The Venable team consisted of Ronn Davids, Alan Epstein, Russell Whitman, Cameron Cole, Nick Jacobus, Marjorie Norman, Chris Davidson, Scott Thompson, Josh McWhorter, and Shannyn Yates.

This deal was highlighted in Elle Magazine, PR News Wire, New York Post, and US Magazine.

Recent Event Recaps

Baltimore Dealmakers Conference Panel: Factors Influencing Transactional M&A

LGBTQ @ Venable Presents: The Journey from Grief to Gay Rights Advocacy

Chambers and Legal 500 Rankings

Chambers USA and Legal 500 have released their 2021 lists of attorney rankings for the United States. The following is a list of ranked Venable corporate attorneys in their respective areas:

Chambers

REITs: Maryland Counsel

Corporate/M&A – Maryland

Corporate/M&A – Virginia: Northern

  • Joseph Schmelter
Legal 500

M&A/Corporate and Commercial - M&A: Middle-Market (sub-$500m)

Media, Technology and Telecoms - Outsourcing

Real Estate - Real Estate Investment Trusts (REITs)

Relevant Alerts from other Venable Practice Groups

For your convenience, we have assembled below a collection of certain Venable alerts covering a variety of topics and practice areas.

Tax Insights | June 2021

Employers' Guide to the Religious Exemption for the COVID-19 Vaccine

Trends in Employment Anti-Discrimination Training: Why Employers Are Addressing Unconscious Bias in the Workplace

Making Waves: Highlights from Women Attorneys at Venable (WAVe)

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