General Business Mergers & Acquisitions

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New DOJ Evaluation – Valuable Document for the Compliance Practitioner: Part II

Yesterday I began a two-part series on the Department of Justice (DOJ’s) “Evaluation of Corporate Compliance Programs” (Evaluation) posted on the Fraud Section website late last week. The document is an 11-part list of...more

Your Daily Dose of Financial News

Shareholders have accused Under Armour of “concealing the impact” of Sports Authority’s bankruptcy from investors in order to artificially inflate its stock price. The suit comes on the heels of a disastrous Q4 for UA, in...more

Court Of Chancery Explains Class Distribution Procedures

Distributing the proceeds from a class action settlement is not as easy as you might think. Tracing ownership is complicated by the use of various intermediaries such as Cede & Co. This decision explains why that is so and...more

Blog: 2017 M&A Trends Series: Uncertain Times Cast Focus on Deal Certainty

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

Your Daily Dose of Financial News

We learned about KraftHeinz’s offer to merge with Unilever only after it had been rejected. And now it appears to be off the table completely—all $143 billion of it....more

Non-Reportable ≠ Non-Reviewable: Antitrust Insights for Smaller US Mergers

Acquisitions of U.S. companies that fall below the $80.8 million Hart-Scott-Rodino (HSR) reporting threshold may pose unique risks to buyers. Unlike HSR reportable transactions, non-reportable transactions typically do not...more

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

FTC Announces Hart-Scott-Rodino Thresholds for 2017

On January 26, 2017, the Federal Trade Commission (“FTC”) published in the Federal Register adjusted jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the...more

Top 10 Things Corporate Attorneys Should Know About Insurance

Almost every corporate transaction — mergers, purchase and sales, real estate matters, among others — involves some “insurance” related issues. They can range from simple “insurance requirements” in the corporate documents to...more

Lessons Learned in Selling the Family Business

We have represented hundreds of family businesses (as well as other privately-held businesses) in negotiating and completing successful mergers and acquisitions. We have seen important lessons learned by families selling...more

Indemnification Obligations and the Purchase or Sale of Your Business: Why Should You Care?

What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more

Blog: 2017 M&A Trends Series: Cautious Optimism in the New Year

So far this year, deal parties are approaching M&A with cautious optimism. Over the next few days, we will run a series of Cooley M&A blog posts with some brief observations that offer some M&A highlights over the past year...more

FTC Announces Increased HSR and Interlocking Directorate Thresholds

The U.S Federal Trade Commission (FTC) recently announced the revised transaction thresholds that trigger a requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act...more

Avoiding Disputes Over How to Resolve Disputes

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more

FTC Takes Another Look at Merger Remedies

On 3 February 2017, the U.S. Federal Trade Commission (FTC) released its Merger Remedies Study, which analyzed the success of merger remedies imposed by the FTC from 2006 to 2012. Nearly two decades after it issued a similar...more

M&A Global Intelligence Series: Warranty Time Limits and Caps

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

2016 Securities and M&A Litigation Year in Review

Wilson Sonsini Goodrich & Rosati is pleased to present its 2016 Securities and M&A Litigation Year in Review. This report covers some of the major developments in securities and M&A litigation over the past year....more

Supermajority Director Removal Bylaw Is Unlawful

The Delaware Court of Chancery recently invalidated a bylaw that required a supermajority vote of at least two-thirds of all outstanding shares to remove a director because it was inconsistent with the Delaware General...more

Considerations for the Acquisition of a Non-U.S. Company by a U.S. Public Company

When it is time to sell a company, there are a number of financial and legal steps a business should consider to ready itself for a merger or acquisition. When the potential buyer is a U.S. public company, that list may get...more

Corporate News - February 2017

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. Please see...more

Your Daily Dose of Financial News

Ex-VW-Chairman Ferdinand Piech has thrown a wrench in the automaker’s official narrative of the emissions cheating scandal by suggesting, in sworn testimony, that the company knew of the cheating months before it was...more

The Top Ten Regulatory and Litigation Risks for Private Funds in 2017

Private investment funds and advisers are likely to face new regulatory challenges and increased litigation risks in 2017, not only because of a change in the administration, but also because many advisers have not corrected...more

IP in the mix: M&A Year in Review - 2016

Around the globe and across a wide variety of industry sectors, our IP practice collaborated with our corporate and other practice areas of our firm to provide integrated legal services for our clients and friends on...more

Building momentum: US M&A in 2016

After a slow start and several challenges, American M&A thrived as the year closed — 2017 could be explosive for dealmaking. M&A accelerates into 2017 - Despite political uncertainty and subdued activity early in...more

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