Business Organization Mergers & Acquisitions

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Your daily dose of financial news The Brief – 4.27.16

Alibaba’s online payment affiliate, Ant Financial Services Group, announced late yesterday that it’s raised more than $4.5 billion from investors—boosting it to a valuation of roughly $60 billion. Beyond online payments, Ant...more

Your daily dose of financial news The Brief – 4.26.16

In major media news yesterday, Gannett has bypassed Tribune Publishing’s leadership and gone directly to its shareholders with a $815 million takeover offer. If accepted, the move would add the LA Times and Chicago Tribune to...more

Draft Carefully: North Carolina Supreme Court Affirms Strict Blue Pencil Doctrine Still Applies to Non-Competes

North Carolina courts traditionally recognized their limited power in amending terms of unenforceable non-compete agreements. The “blue pencil” rule permits a court to enforce restrictions that are reasonable, while striking...more

Revisions to Singapore takeover code

The Singapore Code on Take-overs and Mergers (“Code”) was revised by the Monetary Authority of Singapore pursuant to Section 139(6) of the Securities and Futures Act with effect from 25 March 2016. This article aims to...more

EU: Merger case cleared following offer of FRAND technology license

On 20 April 2016, the European Commission (Commission) cleared, under its merger control rules, the acquisition of Equens and PaySquare by Worldline subject to, amongst others, a commitment to license technology to any...more

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...more

Dieckman v. Regency GP LP, et al., C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016) (Bouchard, C.)

In this opinion, the Delaware Court of Chancery reaffirmed that default fiduciary duties, including a duty of disclosure, may be modified or wholly eliminated when such modification or elimination is clearly set forth in a...more

"The Resurgence of SPACs in a Quiet IPO Market"

More than 20 years old, special purpose acquisition companies (SPACs) — publicly listed companies established with the goal of acquiring unspecified targets — have recently experienced a surge in popularity. Ten SPACs for...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers

Volume 4 – Key Issues in Government Contracts Due Diligence - This posting is the fourth in our ten-part series on unique issues that arise in connection with mergers and acquisitions involving government contractors and...more

Ninth Circuit Denies Medicare Payments in Assets-Only Purchase Without Assignment of Provider Agreement

On April 11, 2016, the Ninth Circuit Court of Appeals ruled that a hospital was not entitled to Medicare payments in an assets-only purchase until the Buyer enrolled in the Medicare program because it did not accept the...more

MIDCO Transactions and the Expanding Universe of Transferee Liability

On April 20, 2016, partner Lawrence Hill (New York-Tax) presented a paper (co-authored with counsel Richard Nessler (New York-Tax)) titled “MIDCO Transactions and the Expanding Universe of Transferee Liability” to The Tax...more

Getting the Deal Done - China, Semiconductors, and CFIUS

Investing in U.S. semiconductor sector companies has become an increasingly challenging task for Chinese investors as the interagency Committee on Foreign Investment in the United States—better known as CFIUS—has increased...more

PowerPoint Slides: Webinar on Recent Trends and Developments Affecting the IT Services and E-Commerce Sector Between the U.S. and...

Leading law firms Pepper Hamilton and Khaitan & Co. joined together on this webinar to discuss: • Start-Up India - India’s newly adopted regime for start-ups and what it means for foreign investors and IT and e-commerce...more

Video: Webinar on Recent Trends and Developments Affecting the IT Services and E-Commerce Sector Between the U.S. and India [Video]

Leading law firms Pepper Hamilton and Khaitan & Co. joined together on this webinar to discuss: • Start-Up India - India’s newly adopted regime for start-ups and what it means for foreign investors and IT and e-commerce...more

Strategic Considerations for Bridging the Bid-Ask Spread in Upstream M&A During Oil Price Volatility

Oil prices fell on Monday after producers failed to reach agreement on a production cap that would have contracted supply. West Texas Intermediate (WTI) dropped almost 7 percent in early trading, and, although it pared back...more

HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"...more

The Pepper Minute: Buying and Selling the S Corporation [Video]

There are significant tax aspects involved in buying and selling an S corporation. In this short video, Pepper partner Howard Goldberg takes a few minutes to discuss various forms of buying and selling an S corporation’s...more

US Internal Revenue Service and US Treasury Department Issue Anti-Inversion Regulations

The US Internal Revenue Service issued a proposal under Section 385 of the Internal Revenue Code with respect to the treatment of instruments issued by corporations in related-party transactions as debt or equity for federal...more

International Tax Advisory: New Temporary Regulations Continue the Fight Against Inversions

On April 4, the Treasury released temporary regulations to attack (and prevent) inversions. Aimed at transactions designed to avoid the purposes of Sections 7874 and 367 and certain post-inversion avoidance transactions, the...more

The Liquidity Crunch Spurs Creative PE Deal Financing in the US

Since the 2008 financial crisis, the US Federal Reserve and other central banks in Europe have pumped trillions of dollars into the financial markets. Notwithstanding the amounts injected, a liquidity crunch in 2016 is...more

3D Printing: Where’s the Money Coming From?

Based on research we deployed, here is a general report. Like any industry, 3D printing took a while to find solid footing, but in recent years it has gained notable attention. Since 2011, 3D printing companies raised...more

How California Made Mergers Potentially More Difficult

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners. They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements...more

DOJ Sues to Block Halliburton's Purchase of Competitor Baker Hughes

Nearly a year and a half after the deal was announced, on April 6, 2016, the U.S. Department of Justice (DOJ) challenged Halliburton's proposed $35 billion acquisition of rival oilfield services provider Baker Hughes. The DOJ...more

Anti-Bribery and Compliance Challenges Ahead [Video]

In this short video, Richard Fenning, CEO, Control Risks, shares his reflections on the 2016 Control Risks “International Business Attitudes To Corruption Survey” which is available on the Control Risks website. In the...more

Alert: Treasury Department Expands Anti-Inversion Rules, Earnings Stripping Rules

On April 4, 2016, the United States Department of the Treasury issued temporary regulations that expand the scope of transactions subject to the rules designed to eliminate the US tax benefits of "inversions." The temporary...more

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