Andrew Hulsh

In this article, Andrew Hulsh and James Jumper of Pepper Hamilton explain why it’s taking longer for GPs to source and negotiate new transactions, and what they can do to mitigate this challenge.

This article provides strategic and legal guidance about leveraged dividend recapitalizations, which is a partial exit strategy of private equity sponsors, whereby proceeds of a new indebtedness incurred by a portfolio company are used to fund a dividend distribution to the portfolio company’s stockholders.

How big a part has a valuation gap played in stalling North American mid-market M&A? Pepper Hamilton partner Andrew Hulsh joined five leading professionals for their take in a report by Mergermarket..

In this interview, I address (along with several other professionals) the valuation gap between buyers and sellers in middle market M&A transactions and provide thoughts about where this is likely to head and ways to structure deals in light of differing expectations about value.

This Article describes the recent decision of the Delaware Court of Chancery in the In re MFW Shareholders Litigation case, which establishes that the deferential business judgment standard of review will apply to going-private one-step mergers with controlling stockholders if such transactions are, from the outset, subject to both (i) negotiation and approval by a fully empowered special committee of independent directors and (ii) approval by an uncoerced, fully informed vote of a majority of… Show more

This Article describes the recent decision of the Delaware Court of Chancery in the In re MFW Shareholders Litigation case, which establishes that the deferential business judgment standard of review will apply to going-private one-step mergers with controlling stockholders if such transactions are, from the outset, subject to both (i) negotiation and approval by a fully empowered special committee of independent directors and (ii) approval by an uncoerced, fully informed vote of a majority of the minority of target stockholders. Show less

This Article describes the recent amendments to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which comprise a portion of the antitrust laws and regulations relating to certain large mergers and acquisitions). These amendments, which become effective on August 18, 2011, reflect the most significant changes in decades to the disclosure obligations of parties that are required to file a Notification and Report Form with the Federal Trade Commission and the United States Department of… Show more

This Article describes the recent amendments to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which comprise a portion of the antitrust laws and regulations relating to certain large mergers and acquisitions). These amendments, which become effective on August 18, 2011, reflect the most significant changes in decades to the disclosure obligations of parties that are required to file a Notification and Report Form with the Federal Trade Commission and the United States Department of Justice in connection with certain mergers and acquisitions. These amendments affect private equity, venture capital and similar private investment firms in particular, by requiring them to provide substantial information about their “Associates,” which are—generally speaking—investment funds under the same “family umbrella.” I've described these amendments in detail, and I've included a comparative chart--which may be used as a quick reference tool--to highlight the principal changes to the reporting obligations of private equity, venture capital and other private investment firms under the Hart-Scott Act. Show less

This Article describes a significant recent case, in which the Delaware Court of Chancery determined--in SV Investment Partners, LLC v. Thoughtworks, Inc.--that treating "surplus" as identical to "legally available funds" may be incorrect, and, therefore, the amount of a corporation's funds available for payment upon redemption of preferred stock may be far less than the amount of that corporation's accounting "surplus," in the absence of specification to the contrary.