News and Insights

Jenner & Block Advises Silgan in New Senior Notes Offering

Jenner & Block is advising its client Silgan Holdings Inc. in a new senior unsecured notes offering. The private offering of €600 million aggregate principal amount of Silgan’s 4 ¼% Senior Notes due 2031 priced on September 3, 2025 and is expected to close on or about September 12, 2025. ...READ MORE

Jenner & Block Advises The Campbell Center in Merger Agreement

On June 11, Jenner & Block advised its client The Campbell Center in completing its merger with New Horizons. This merger marks a pivotal moment, uniting two San Fernando Valley, California based non-profits that have each served the neurodiverse community for 70 years. The Campbell Center supports adult individuals with developmental and intellectual disabilities through supported employment, community integration services, and residential services....READ MORE

Jenner & Block Advises Saothair Capital Partners on Majority Equity Stake Acquisition of Pioneer Window Holdings, Inc.

A Jenner & Block team advised Saothair Capital Partners, a private equity firm focused on investing in middle-market manufacturing and industrial companies, in their acquisition of a majority equity stake in Pioneer Window Holdings, Inc (“Pioneer”) through a newly-formed affiliate....READ MORE

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience)1. At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief2. The parties agreed on an upfront purchase price of $120 million, and thereafter, former MyoScience stockholders and option-holders were entitled to up to $100 million in contingent earnout payments3. $50 million of the contingent earnout payments were tied to the Centers ...READ MORE

The Duty of Directors and Officers to Respond to Red Flags

The duty of oversight requires directors to (1) make a good faith effort to ensure that their corporations have proper reporting systems in place, and (2) take action to address red flags that indicate potential corporate wrongdoing.  These oversight duties provide the basis for two corresponding forms of fiduciary duty claims, often called Caremark claims: (1) information systems claims and (2) red-flag claims.  In a few recent decisions, the Delaware Court of Chancery has offered some further ...READ MORE