Posts Tagged ‘Douglas Warner’

Good Faith: The New Frontier of Agreements to Negotiate

Posted by Douglas Warner, Weil, Gotshal & Manges LLP, on Wednesday July 3, 2013 at 9:25 am
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Editor’s Note: Douglas P. Warner is a partner and head of US Private Equity and Hedge Fund practices at Weil, Gotshal & Manges LLP. This post is based on a Weil Gotshal alert by Benton B. Bodamer, and is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

Negotiating a term sheet, LOI, or other preliminary document can sometimes feel a bit like the Wild West: local laws and unintended consequences can vary from town to town. Even a concept as seemingly straightforward as agreeing to negotiate in good faith can yield extremely different results depending on jurisdiction. The Delaware Supreme Court’s recent decision in SIGA Technologies, Inc. v. PharmAthene, Inc. is a warning shot to investors and deal makers that, unlike most other states in the US, Delaware will award expectation (i.e., “benefit-of-the-bargain”) damages for the breach of an agreement to negotiate. What this means in practical terms is that, in certain circumstances, failure to fully negotiate a deal based on a non-binding but detailed term sheet could result in full damages as if the parties had actually signed up a deal.

…continue reading: Good Faith: The New Frontier of Agreements to Negotiate

Sponsor-Backed Going Private Transactions

Posted by Douglas Warner, Weil, Gotshal & Manges LLP, on Monday May 27, 2013 at 10:07 am
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Editor’s Note: Douglas P. Warner is a partner and head of US Private Equity and Hedge Fund practices at Weil, Gotshal & Manges LLP. This post is based on the methodology and key findings of a Weil survey; the full publication is available here. The previous edition of this survey is available here

Research Methodology

Weil surveyed 40 sponsor-backed going private transactions announced from January 1, 2012 through December 31, 2012 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts).

For United States transactions to be included in the survey, the transaction must have closed or such transaction remains pending.

Twenty-four of the surveyed transactions in 2012 involved a target company in the United States, 10 involved a target company in Europe, and 6 involved a target company in Asia-Pacific. The publicly available information for certain surveyed transactions did not disclose all data points covered by our survey; therefore, the charts and graphs in this survey may not reflect information from all surveyed transactions.

The 40 surveyed transactions included the following target companies:

…continue reading: Sponsor-Backed Going Private Transactions

Private Equity Trends in 2012

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday January 31, 2013 at 9:26 am
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Editor’s Note: The following post comes to us from Douglas P. Warner, senior member of the Private Equity practice and head of the Hedge Fund practice at Weil, Gotshal & Manges LLP. This post is based on a Weil Gotshal client alert by Mr. Warner and Michael Weisser.

We wish we could tell you something fascinating about what happened to the private equity industry in 2012. But it was just not that kind of year. Private equity deal volume was flat compared with 2011. New funds continued to be raised at a modest pace. There were no particularly interesting new developments in the deal market.

However, private equity, despite the challenges facing the industry and the harsh spotlight put on it by the presidential campaign, continued to thrive. This post looks back on some of the trends that we saw in the industry in 2012 and some predictions as to what awaits it in 2013 and beyond.

Trends in 2012

Some of the trends that we saw in the private equity industry in 2012 included:

…continue reading: Private Equity Trends in 2012

Changes to CFTC Regulations Affecting Private Funds

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday October 11, 2012 at 9:00 am
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Editor’s Note: The following post comes to us from Douglas P. Warner, senior member of the Private Equity practice and head of the Hedge Fund practice at Weil, Gotshal & Manges LLP. This post is based on a Weil Gotshal client alert by Richard Ellenbogen and Venera Ziegler.

Who Is Affected?

As a result of recent changes made to the Commodity Exchange Act by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and new Commodity Futures Trading Commission (the CFTC) rules, private fund sponsors investing in commodity interests need to examine their portfolios and determine whether they are subject to registration with the National Futures Association (NFA) or, if available, claim an exemption from such registration.

…continue reading: Changes to CFTC Regulations Affecting Private Funds

Surveying Sponsor-Backed Going Private Transactions

Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday November 22, 2011 at 9:38 am
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Editor’s Note: The following post comes to us from Douglas P. Warner, partner and co-head of the Hedge Fund practice at Weil, Gotshal & Manges LLP, and discusses a Weil survey, available here.

Weil, Gotshal & Manges LLP recently conducted our fifth annual survey of sponsor-backed going private transactions. Weil surveyed 60 sponsor-backed going private transactions announced from January 1, 2010 through December 31, 2010 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts).

Thirty-nine of the surveyed transactions in 2010 involved a target company in the United States, thirteen involved a target company in Europe and eight involved a target company in Asia-Pacific. The publicly available information for certain surveyed transactions did not disclose all data points covered by our survey; therefore, the charts and graphs in this survey may not reflect information from all surveyed transactions.

With a significant rebound in the availability of debt financing for new acquisitions, 2010 was a strong year for sponsor-backed going private transactions in the United States. Thirty-nine sponsor-backed going private transactions in the United States were announced over the course of 2010.

…continue reading: Surveying Sponsor-Backed Going Private Transactions

 
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