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General Business Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

Business Tax Reform – the Current State of Play

by Ballard Spahr LLP on

President Donald J. Trump campaigned on a platform of large tax cuts for businesses. With President Trump in the White House and Republicans controlling both the House of Representatives and Senate, does it mean businesses...more

"The Emerging Need for Cybersecurity Diligence in M&A"

Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

New FCC Chair Ajit Pai is wasting little time in reversing Obama-era regulatory efforts meant to restrict media firms and telecomm companies, and he’s got his sights set on net neutrality next....more

"Delaware Law Amendments Would Facilitate Blockchain Maintenance of Corporate Records, Among Other Changes"

On March 27, 2017, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that had been proposed by the DSBA Corporation Law...more

Sellout: Why Control is Key in the Sale of VC-Backed Companies

by Farrell Fritz, P.C. on

Every founder of a growth startup dreams of a big, successful exit — a sale of the company for millions of dollars. But that dream could be shattered if the investors are able to cause the company to be sold prematurely with...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Klaus Kleinfeld is out as CEO of Alcoa-subsidiary Arconic. Kleinfeld’s two-year tenure was marked by problems, and Kleinfeld did himself no favor with an un-Board-authorized letter that he sent to activist-investor Elliott...more

Healthcare & Life Sciences Private Equity Deal Tracker: KKR to Acquire Angelica Corp.

by McGuireWoods LLP on

Angelica Corp. has announced it has entered into an asset purchase agreement with an affiliate of PE firm KKR. KKR will acquire Angelica’s assets for approximately $125 million plus certain assumed liabilities. Angelica...more

Corwin Stops Litigation Where Deal Protection Measures are not Preclusive

In Re Paramount Gold And Silver Corp. Stockholders Litigation examines the interaction of Corwin, Unocal and deal protection measures. At issue was a Merger Agreement which provided for Coeur Mining, Inc. to acquire all of...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Late last week, financial services company Raymond James agreed to resolve allegations of conspiring with the owner of several VT ski resorts (and others) in a Ponzi scheme targeting foreign investors through the EB-5...more

Tokyo Dispute Resolution & Crisis Management Newsletter – April 2017

by King & Spalding on

US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more

THE LATEST: Entanglements and Concentrated Markets Require Divestiture in the Dairy Industry

by McDermott Will & Emery on

On July 6, 2016, Danone S.A. (Danone) agreed to acquire The WhiteWave Foods Company (WhiteWave) for $12.5 billion. WhiteWave is the leading manufacturer of fluid organic milk in the United States and one of the top...more

“SMARTER” Act Advances in Congress: Will It Become Law?

For the third straight legislative session, the House Judiciary Committee has voted in favor of a bill—the Standard Merger and Acquisition Reviews Through Equal Rules (“SMARTER”) Act—that would amend the Clayton Act and...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

by Morris James LLP on

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies. To enable stockholders to carefully assess how much weight to give an...more

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M...

by King & Spalding on

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

One might think that Tesla shareholders would be thrilled with yesterday’s news that Elon’s car-making arm has surpassed even GM in market value. True, perhaps, but only to a point. Turns out that Tesla’s recent surge has...more

Mergers and Acquisitions Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In the first article in a...more

Federal and State Antitrust Enforcement Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In this first of a three-part...more

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

New Merger Control Thresholds in Germany

by K&L Gates LLP on

The German legislator just paved the way for the introduction of new merger control filing thresholds. Based on a recently adopted amending law to the German Act against Restraints of Competition, Germany’s merger control...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Wells Fargo’s board not only issued a massive report on its fake account scandal yesterday. It also announced that the bank would claw back an additional $75 million from former CEO John Stumpf and former head of community...more

Significant Developments in Canadian Energy – For the Month of March 2017

by Dentons on

Oil Sands / Unconventional - March 29, 2017 – Cenovus Energy Inc. (“Cenovus”) agreed to acquire ConocoPhillips’s 50% interest in the FCCL Partnership, which is the companies’ jointly owned oilsands venture operated by...more

Blog: When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

by Cooley LLP on

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

by Dechert LLP on

A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more

European Commission Blocks Merger of London Stock Exchange and Deutsche Börse

On 29 March 2017, the same day that United Kingdom has officially launched the Brexit process, the European Commission (Commission) blocked the proposed 29 billion Euro merger between Deutsche Börse AG (DBAG) and London Stock...more

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