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General Business Mergers & Acquisitions

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

Healthcare & Life Sciences Private Equity Deal Tracker: Alpine Investors Portfolio Company Optima Healthcare Solutions Acquires...

by McGuireWoods LLP on

Optima Healthcare Solutions has announced it has acquired Hospicesoft. Optima, a portfolio company of Alpine Investors, is a provider of cloud-based software for post-acute care providers based in Palm City, Fla....more

Contracting (or Subcontracting) with DLA? Check for Counterfeit Parts Clauses

In the past several years, there has been an ongoing focus on avoiding and detecting counterfeit parts, culminating in the issuance of new DFARS sections and contract clauses in May 2014 concerning Contractors’ Counterfeit...more

Navigating the Currents – Legal Privilege Under English Law

On 8 May 2017 the High Court in London applied a strict approach to litigation privilege in the context of self-reporting investigations. It is the first case in which a court has considered whether litigation privilege is...more

Facebook Sentenced to a €110 Million Fine at the Intersection of Competition Law and Data Protection Law

by McGuireWoods LLP on

On May 18, 2017, the EU Commission sentenced Facebook to a “proportionate and deterrent” fine of €110 million for providing misleading information during the investigation of Facebook’s acquisition of WhatsApp. This decision...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

We learned pretty early on that VW wasn’t alone in employing emissions-cheating software to get around environmental regs. But until now, it’s borne the brunt of the bad press for its actions. Well, with Fiat Chrysler’s DOJ...more

Facebook Is Fined US$122 Million by European Commission for Misleading Information in WhatsApp Merger Review

by Reed Smith on

Facebook is faced with a fine of EUR110 million (US$122 million) for providing misrepresentative or incorrect information to the European Commission when it filed the acquisition of WhatsApp for merger approval in...more

Accountant and Attorney Liability NewsBrief - Summer 2017

by LeClairRyan on

Compliance programs - policies and procedures designed to prevent violations of laws,c rules and regulations – have become a big deal. That’s because government regulators and enforcers closely scrutinize companies that...more

How To Select A Merger/Reorganization Structure That Is Right For Your Nonprofit

by Fox Rothschild LLP on

The nonprofit sector has seen a dramatic rise in the number of mergers and reorganizations. The constant need to reduce costs, especially in the health care sector, seems to be the driving force behind the movement. When...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

AI and Compliance Going Forward: Welcome to ComTech

by Thomas Fox on

What will be the role of Artificial Intelligence (AI) in compliance going forward? In Wednesday’s Compliance into the Weeds podcast, Matt Kelly and I continue our discussion, that we began several years ago, of how technology...more

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

by Morris James LLP on

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision...more

EU Competition Newsletter - May 2017

by Bryan Cave on

We have followed over the last years Europe grappling with the issue of most favoured nation clauses and hotel booking. Our last update regarded a joint monitoring project between the CMA and the European Commission, designed...more

Corporate News - May 2017

by Hogan Lovells on

Corporate governance – 4MLD and changes to the PSC regime - Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Can Purchasing Efficiencies Save Mega-Mergers? The D.C. Circuit Says “No”

by Proskauer Rose LLP on

Efficiencies, economies of scale, and the general desire to improve the customer experience are the lifeblood of all mergers. And one of the most common efficiencies in any deal comes from enhanced purchasing power, or the...more

D.C. Circuit Affirms Decision Enjoining Anthem-Cigna Merger; Will the Supreme Court Weigh In?

UPDATE: On May 11, 2017, the Delaware Chancery court denied Anthem’s motion for preliminary injunction to prevent Cigna from withdrawing from the proposed merger, citing Anthem’s slim chance of success and the adequacy of...more

Risky Business — Intracompany Transfers at Price v. Cost

The FAR cost principles and their DAR and ASPR predecessors have long provided that “materials, supplies, and services” can be transferred between “divisions, subdivisions, subsidiaries, or affiliates of the contractor” at a...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

You’ll remember Snap’s highly anticipated March IPO as a splashy affair, with a valuation in the $30+ billion range and a relatively consistent stock price. Well, reality hit hard yesterday, as Snap announced a $2.2 billion...more

Capital controls and private equity in China – Uncertainty, adaptation and optimism

by Hogan Lovells on

The numbers - Outbound M&A transactions collapse - In the wake of record levels of outbound direct investment ("ODI"), a currency under downward pressure and diminishing foreign exchange reserves, the Chinese government...more

Surgery Partners to Acquire National Surgical Healthcare for $760 million

by McGuireWoods LLP on

Surgery Partners has announced it will acquire National Surgical Healthcare (NSH) from Irving Place Capital for approximately $760 million. Surgery Partners, based in Nashville, Tenn., is an operator of surgical...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Times gives us some insight into the opaque (but powerful) HNA Group—the Chinese entity that began with Hainan Airlines and has grown into a global investing and acquisition powerhouse that is now the largest shareholder...more

Successors by Merger May Not be Debt Collectors

A recent decision from a Louisiana district court should provide some comfort to banks and other financial institutions who acquire other entities by merger – at least in the Fifth Circuit, they are not debt collectors. ...more

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