Business Organization Mergers & Acquisitions

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Anti-bribery compliance in India: Both sword and shield

In recent years, both the United States Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have stepped up their enforcement of the Foreign Corrupt Practices Act (FCPA), including to address...more

This Week in FCPA-Episode 31, the Government Speaks edition [Video]

Show Notes for Episode 31, week ending December 2, 2016-the Government Speaks edition 1. Justice Department Assistant Attorney General Sally Yates remarks at 33rd annual ACI National FCPA Conference; 2. Head of SEC...more

Negotiate at the Next Level

Most, if not all, YPOers have had many occasions to test their negotiation skills. Whether buying a competitor to fuel growth, handling a delicate balancing act with a key customer or a trade union, or simply working with a...more

A view from Brussels: Margrethe Vestager - half-way through her mandate

Margrethe Vestager has now been in office as European Commissioner for Competition for two years, and is effectively at the half-way point in her mandate. This is an appropriate time to evaluate her record so far and to...more

"FTC and DOJ Announce HSR-Related Changes"

On November 28, 2016, the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) both announced potentially important changes in the way the agencies...more

DLA Piper Global M&A Intelligence Report Video

DLA Piper's 2016 M&A Intelligence Report is based on data from about 500 deals from Europe, North America and Australia, giving a truly global perspective on how M&A deals get done. It looks at the differences between...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

HSR: Newly Expanded 4(c) and 4(d) Requirements

The Premerger Notification Office of the Federal Trade Commission announced on November 28, 2016, that they were revoking previous informal advice regarding the scope of Items 4(c) and 4(d) of the HSR Form. In the past, the...more

European Competition Law Newsletter – December 2016

On 8 November 2016, the “Autorité de la concurrence” (French competition authority) provided a stark warning about the dangers of early implementation of a transaction prior to merger control clearance. This is one type of...more

Congress Urged to Block Certain Chinese Investments in the U.S.

On November 16, 2016, the U.S.-China Economic and Security Review Commission (USCC) issued its 2016 Annual Report to Congress, which included 20 recommendations on Congressional action to be used for assessing progress and...more

Winners and Losers: They Call Alabama the Crimson Tide, Call Me Deacon Blues

In Bankruptcy Code Section 363 sales of assets, there are winners and losers. Chapter 11 is known as a forum for reorganizing or selling a ?nancially distressed business. If a Chapter 11 reorganization is not possible, a...more

Look Before You Leap: Cautionary Tale of a Non-Reportable Transaction

The list of non-reportable transactions challenged after the fact by the Department of Justice and the Federal Trade Commission continues to grow. Most recently, the FTC sued Valeant Pharmaceuticals International Inc. to...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Buyer Beware: Lessons of Disclosure Learned the Hard Way

Government contractors are learning the hard way that agencies need to be kept apprised of major changes within the company during the entire period of bid evaluations. Most recently, the Government Accountability Office...more

Merger does not invalidate noncompete, nonsolicitation covenants

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

Asia-Pacific Distressed Debt & Special Situations Market Update

As the world reckons with the results of the US presidential election, and while Brexit negotiations remain hanging in the air, there are speculations of realignments in political and trade relations involving the US and...more

Competition Law: Merger Clearance in Australia

Australia has a voluntary premerger notification regime, administered by a well-resourced and proactive antitrust authority, the Australian Competition and Consumer Commission (the ACCC). The ACCC's Merger Guidelines...more

Brussels Regulatory Brief: November

The European Commission (“Commission”) has recently published statistics concerning the European Union (“EU”) merger control review process. Typically, the Commission examines larger mergers with an EU dimension, meaning that...more

Even Merging Parties Found Largely Overseas May be Subject to the Broad Reach of CFIUS Jurisdiction

According to a press release issued on November 21, 2016, the Committee on Foreign Investments in the United States (CFIUS) refused to approve the proposed $710 million acquisition of technology company Aixtron GE of Germany...more

Blog: Treatment of M&A Non-solicits and Employee Comp Diligence Under New Antitrust Guidelines

Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees...more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more

The End of Disclosure-Only Settlements in Securities Class Actions?

After nearly a decade of prominence, disclosure-only settlements may be going extinct. These settlements occur in class action cases arising from the announcement of a merger or acquisition. The plaintiff class alleges that...more

French Competition Authority imposes a record fine on Altice Luxembourg and SFR Group for implementing the acquisition of SFR and...

In a decision dated 8 November 2016, the French Competition Authority (FCA) has sanctioned jointly Altice Luxembourg and SFR Group and imposed a record fine of 80 million euros for what is known as "gun jumping" practices ie...more

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