Financial Daily Dose 10.26.2020 | Top Story: Inspire Brands In Talks to Acquire Dunkin for Deal Worth $8.8 Billion

PE-backed Inspire Brands is in negotiations to take over Dunkin’ Brands Group, the parent of both Dunkin’ and Baskin-Robbins, in a deal valued at nearly $9 billion. Inspire includes Buffalo Wild Wings and Jimmy John’s among the big names in its stable of brands....By: Robins Kaplan LLP
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Robins Kaplan LLP | Oct 26,2020 |

The Delaware Court Of Chancery Finds That Fraud May Serve As An Alternate Source Of Recovery For Aggrieved Purchasers

Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its directors arising out of the purchaser’s acquisition of the seller. The court reached this conclusion in Swift Acquisition Corp. based on the purchaser’s allegations that the seller made misrepresentations in the asset purchase agreement concerning its customer base, and the.....
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McCarter & English, LLP | Oct 26,2020 |

How New CFIUS Rules on Critical Technology Affect CFIUS Filing Strategy

The Department of Treasury’s office that administers reviews of foreign investments in U.S. companies is changing how it identifies critical technology businesses and related technologies that require mandatory review during a foreign investment process. The Committee on Foreign Investment in the United States (CFIUS or the Committee) issued a final rule effective October 15, 2020 that updates its approach to identifying export controlled items and know-how (“technology”) of concern to the.....
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Kelley Drye & Warren LLP | Oct 26,2020 |

Chemicals and materials deals down from 2019 highs but recovery is on the way

While COVID shut the window on deals in H1 2020, Q3 saw a revival that augurs well for the rest of the year and beyond. In recent years, global M&A in the chemicals and materials sector has been breaking new records. Last year saw the highest value on record (US$254.6 billion), while 2018 delivered the largest number of deals since 2006 (545)....By: White & Case LLP
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White & Case LLP | Oct 26,2020 |

Report from the Front Lines: COVID-19 M&A Litigation in Delaware

Many high-profile transactions impacted by the COVID-19 pandemic have fallen apart between signing and closing, resulting in litigation—often in the Delaware Court of Chancery—focused on whether the buyer had an obligation to close. Buyers backing out of transactions generally have asserted the occurrence of a “material adverse change” or “material adverse event” (“MAE”) and the failure of the to-be-acquired company to operate in the ordinary course of business....By: Quinn Emanuel Urquh...
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Issues Impacting Enforceability of Liquidated Damages in Construction Contracts

Liquidated damages are a sum specified in a contract as the measure of recovery in the event of a breach of the contract. Liquidated damages provisions are common in construction contracts to guard against damages that the owner or a contractor might suffer if a project is delayed beyond the completion date set forth in the contract......By: Ward and Smith, P.A.
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Ward and Smith, P.A. | Oct 24,2020 |

Global M&A stages rebound in Q3 2020

After deal activity stagnated in H1, the third quarter offers some hope for dealmakers, as deal volume and value surpass Q3 2019. A total of US$896.3 billion in M&A deals transacted in the third quarter—an impressive 141% increase in value compared to Q2. This figure, bolstered by a series of megadeals, means that Q3 deal value surpassed pre-COVID-19 levels—up 32% compared to Q3 2019, when US$677.5 billion in deals was recorded.......By: White & Case LLP
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White & Case LLP | Oct 23,2020 |

Public-Private Partnerships and Social Change

We have previously written about how public-private partnerships ("P3s") are on the rise in the United States. While we have noted that the P3 delivery model is utilized for a variety of government assets and services, historically, the transportation sector wears the crown when it comes to P3-delivery success....By: Bilzin Sumberg
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Bilzin Sumberg | Oct 23,2020 |

Private credit: Open-end and closed-end structures with overlapping investment mandates

Increasingly, private credit fund managers are seeking to adopt dynamic fund structures utilizing open-end and closed-end vehicles investing side by-side to appeal to competing investor demands for liquidity on the one hand, and returns, on the other. In this article, we consider this trend in brief, what is driving it, and we examine some of the issues sponsors must consider to implement these structures successfully. Please see full Publication below for more information....By: Hogan Lovells
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Hogan Lovells | Oct 23,2020 |

Life Sciences Snapshot - A Quarterly Report on Financing Trends - Q3 2020

In this edition of Orrick’s series of life sciences publications, the traditional update on broader venture market financing data is included, depicting the macro-level trends of interest. In addition, given their surge in popularity, SPACs and their particular utility to life sciences businesses are the subject of this edition’s spotlight. Please see full Publication below for more information....By: Orrick, Herrington & Sutcliffe LLP
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