Business News Digest

With technological innovation continuing to transform how companies do business, more and more entities are looking to forge strategic alliances that leverage the commercial uses of intellectual property and other intangible assets. In this Q&A, Jim Nelson and Bill Russell, co-chairs of Venable's Technology, Media, and Commercial group, discuss their extensive experience facilitating such alliances; how innovation is impacting different industries; and some of the most exciting new developments in the field.

Engagement Letters with Investment Bankers: A Primer

As companies begin the process of preparing for an M&A transaction, raising capital, financial restructuring, or another strategic alternative, the first step most of them take is to search for an investment banking firm to assist with identifying an appropriate buyer or investor and negotiating the contemplated transaction and the business diligence process and to provide other services in connection with the transaction. Once the company has selected an investment banking firm and decides to move forward, an engagement letter comes into play.

Consumer Products M&A—How to Come Out Looking Great

As the M&A market enjoys unprecedented levels of activity, no sector has been more volatile than consumer products. With changing buying patterns, wild swings in consumer spending, and attitudes shifting from fear to wild optimism, the sector has been impacted by recent events in profound ways. Throw in a healthy fear of increasing taxes, and you have the recipe for a wild and very busy ride.

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.

Choice of Entity Basics and Other Suggestions for Your New U.S. Business

Whether one owns a seasoned U.S. business or a foreign business seeking to do business in the United States for the first time, often there is confusion regarding the types of available corporate entities and which is the best fit for your particular new enterprise. Often, U.S. persons select a limited liability company (LLC) and foreign persons select a corporation without considering the other options or understanding why. This article identifies seven of the most typical U.S. entities, including the LLC and the corporation, and provides some explanation about each. It spends a bit more time comparing the LLC and the corporation. As an aid to foreign entities that may be unfamiliar with the U.S. system, it provides additional recommendations on issues to consider as one enters the U.S. market.

SPAC Mergers: Key Considerations for Private Company Targets

Special-purpose acquisition companies (SPACs) have been around for many years, but they have become very popular in the last two years, raising more than $83 billion in 2020 and around $100 billion already in 2021. In fact, the amount SPACs raised in 2020 was more than the total raised in the prior decade. A SPAC raises capital in an initial public offering (IPO) with the intention of identifying and merging with a private company within 18 to 24 months after the IPO. Given the significant amount of capital SPACs have raised, the number of SPAC mergers with private companies will continue to grow over the coming months and years.

Venable Represents CSG-BIO in connection with the Acquisition of AlphaCord

Venable advised CSG-BIO, LLC, an experienced operator in the biomaterial banking industry, in connection with the acquisition of AlphaCord in partnership with Corbel Capital Partners, a Los Angeles-based investment firm, and CCS Growth Partners, a healthcare-focused independent sponsor. Founded in 2002 and headquartered in Atlanta, Georgia, AlphaCord is one of the leading providers of biomaterial banking services, focusing on the collection, processing, and storage of cord blood, cord tissue, placental tissue, and semen. CSG-BIO's, Corbel's, and CCS's operational and financial support will enable AlphaCord to further expand its marketing efforts, improve the services it provides to the marketplace, and increase its geographic reach.

The Venable team was led by Jennifer Cappelletty and Ronn Davids, with support from Jesse Hervitz, Ryan Andrews, Rebecca Lee, and Chris Davidson.