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General Business Mergers & Acquisitions

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

“No Shop” Clause Radioactive for Merger’s “Failing Firm” Defense

by Mintz Levin on

Last week a Delaware federal district court unsealed its earlier opinion blocking the merger of two radioactive waste disposal companies. The court rejected the parties’ failing firm defense, citing the merger agreement’s “no...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

Basic to any acquisition and its financing are the projections of the target’s future performance. These play a key role in setting the price for the target as well as on the availability of acquisition financing. Projections...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

With all of Europe closely eyeing the ECB for hints about its move away from aggressive bond buying, some cities that have benefited disproportionately from the QE are being forced to consider what life on the other side will...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A Tuesday Times op-ed accuses Wall Street of “fleec[ing]” American pension plan, mutual fund, and insurance policy investors by routing orders to particular exchanges in return for “rebates”—fractions of cents for each trade...more

Who Listens When Congress Holds a Hearing on a Proposed Merger?

Last week, a Rhode Island Congressman published a letter he sent to the Chairman of the House Judiciary Committee requesting that the committee hold a hearing on the recently-announced Amazon-Whole Foods merger. This post...more

Chinese walls? Germany reinforces the control of foreign investments

by Hogan Lovells on

On 12 July 2017, the German Federal Government significantly reinforced the barriers for the acquisition of German companies by non-EU companies. The new Regulation for the Amendment of the Foreign Trade and Payments...more

Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?

by Farrell Fritz, P.C. on

Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Activist investor Nelson Peltz is officially taking on his biggest target yet—consumer-products giant Procter & Gamble. The announcement begins the public stage of a fight we’ve been waiting for since Peltz’s Trian Fund Mgmt...more

Blog: Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

by Cooley LLP on

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more

High Court Resolves $2B 'True Up' Dispute Against Acquirer

by Morris James LLP on

The Delaware Supreme Court's recent decision in Chicago Bridge & Iron v. Westinghouse Electric, resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements: sellers'...more

Financial institutions M&A: Consumer credit

by White & Case LLP on

Consumer credit markets differ substantially across Europe. This section focuses on the UK given significant levels of M&A driven by regulatory change and the resulting investor behaviour....more

Financial institutions M&A: Insurance

by White & Case LLP on

Current market: - Upward - Favourable environment for insurance M&A including ongoing consolidation in the life insurance sector...more

EU & Competition Law Update – July 2017

by Bryan Cave on

On 14 June 2017, the EU Commission announced that it was opening an investigation into Sanrio, owner of the Hello Kitty brand. Sanrio have been accused by the Commission of an infringement of Article 101 TFEU, the prohibition...more

DAMITT Q2 2017 Update: Fewer Significant US Antitrust Merger Investigations but They Still Took Longer to Conclude

by Dechert LLP on

Fast Facts - The number of significant merger investigations was down slightly to 12 in 1H 2017 compared to 14 in 1H 2016, and 31 on a Rolling Twelve Months (RTM) basis compared to 36 during the prior period....more

Rhode Island Court Gives Assignability of Employee Non-Competes a Haircut

Last month, a Rhode Island trial court held that a hairdresser’s noncompetition agreement with the salon for which she had been working, which sold its assets to a successor salon, was not transferable to the successor...more

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Blog: Monetizing an Earn-Out – Does That Make It a “Security?”

by Cooley LLP on

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development...more

DMR approves sale of IFMSA's Lesedi Mine to Samancor

by Hogan Lovells on

International Ferro Metals (SA) Pty Ltd (IFMSA) went into business rescue on 26 August 2015. Its ferrochrome smelter and dedicated Lesedi Mine fell victim to a combination of economic, regulatory and socio-political factors...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Tesla’s rise to the top of the US car heap in terms of market value raised a lot of eyebrows a few months ago. GM bumped it back down yesterday, but its three months as #1 marked what felt like a serious shift in the auto...more

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

by McCarter & English, LLP on

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Anthem Terminates Merger Deal with Cigna; Litigation Continues in Delaware Chancery Court

by Baker Ober Health Law on

On May 12, Anthem announced that it was terminating all efforts to complete its proposed merger with Cigna. The deal, announced back in 2015 and valued at $54 billion, would have combined the country's second and fifth...more

Financial institutions M&A: State-aided banks

by White & Case LLP on

Current market - Upward, significant - Increasing pressure from the ECB and local regulators— alongside challenges faced by government stability funds—is continuing to drive M&A ...more

Financial institutions M&A: Sector trends - Opportunities for M&A transactions in the European financial services sector - June...

by White & Case LLP on

Inorganic growth strategies are key to remaining competitive and winning market share in the European financial services sector. Almost a decade after the financial crisis, most European financial institutions are still...more

Debt Dialogue: June 2017 - Refusing to Fund Into a Bankruptcy: Lessons From Lyondell for Lenders

In the May 2017 issue of Debt Dialogue, we discussed the recent decision by Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York with respect to the actual and constructive fraudulent...more

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