Mergers & Acquisitions Updates

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
News & Analysis as of

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

Corporate acquisitions involving government contractors: DOD codifies significant security clearance-related risk

The US Department of Defense has published an Interim Final Rule assigning responsibilities and establishing requirements related to the National Industrial Security Program (NISP). See 79 Fed. Reg. 19467....more

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more

The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations [Video]

Right now, private equity firms are sitting on a cash glut that represents an all-time high for the industry, nearly $1 trillion. Perhaps unsurprisingly, says Pepper Hamilton securities lawyer Ed Dartley, we're also seeing...more

Is 4-3 the New 3-2? FTC Continues to Target Pharmaceutical Mergers

The Federal Trade Commission (“FTC” or “Commission”) has often stated that merger analysis requires more than a simplistic determination that high market concentration leads to anticompetitive effects. Still, the antitrust...more

Mergers & Acquisitions Alert: Controlling Stockholder Squeeze-Outs May Be Structured to Achieve Deferential “Business Judgment...

In Kahn v. M&F Worldwide Corp. (Del. Mar. 14, 2014), the Delaware Supreme Court recently decided that a going private transaction sponsored by the controlling stockholder of a Delaware corporation may, under certain...more

Sometimes Merger Fixes Are as Close as the End of Your Nose

When it comes to negotiating merger remedies with federal antitrust enforcement agencies, the Department of Justice and the Federal Trade Commission each have guides or statements that may help. But as good as their guidance...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Matching Rights [Video]

Latham & Watkins partner David Brown explains the M&A term Matching Rights, a name for a provision commonly found in Fiduciary Out provisions which gives the Buyer an opportunity to submit a revised Acquisition Proposal. For...more

The Fisker Case and Its Impact on Distressed M&A

As is well known, the right to credit bid is the entitlement of a secured lender to bid the amount of its outstanding claims at the sale of its collateral. If the secured lender places the winning bid, no money is exchanged...more

Antitrust-Related Recent Developments: Terrell McSweeny Confirmed as FTC Commissioner, Congress Holds Hearings and FTC/DOJ Policy...

On April 9, 2014, the U.S. Senate confirmed Terrell McSweeny to serve as FTC Commissioner. Commissioner McSweeny will join Commissioners Edith Ramirez and Julie Brill as the third Democratic member of the five-member Federal...more

The War on Charity: Nonprofits Should Take a Page from the For-Profit Handbook to Survive & Thrive

Nonprofit organizations do good, improve lives, strengthen communities, and lighten the burdens of government and society as a whole. Unfortunately charities are, more than ever before, facing exponentially growing needs,...more

Polsinelli Podcast - Keep the Government out of Your Transaction: Practical Antitrust Tips for Mergers [Video]

You're the CEO of a large company considering a merger with a competitor. You've done your due diligence and both companies want to move forward. There are antitrust issues to explore before the deal can be done. In this...more

Polsinelli Podcast - The State of Bank Deals in 2014 [Video]

The banking industry is on a rebound. There is a shift in the industry and a general feeling that there will need to be an increase in the size of banks in order to afford the increased costs in technology and compliance with...more

MOFCOM Strengthens Merger Control Law Enforcement

On March 20, 2014, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a press release announcing that, as of May 1, 2014, MOFCOM will make public on its website all decisions resulting in a finding...more

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Making “Material Adverse Change” Mean What You Choose It to Mean — Neither More nor Less

A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Blue Book [Video]

Latham & Watkins partner Graeme Sloan explains the M&A term Blue Book, which is the colloquial name given to the City Code, as it is published in a blue folder. For additional definitions of the legal and business terms often...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Bump [Video]

Latham & Watkins partner David Kurzweil explains the M&A term Bump, which refers to raising the price, or improving other terms, of an acquisition proposal. For additional definitions of the legal and business terms often...more

Antitrust Matters - April 2014 (Global)

Welcome to the second issue of our global competition and antitrust law newsletter Antitrust Matters. The importance and shifting nature of antitrust problems facing companies and individuals is by its nature, a work in...more

Is It Going to Be a Bumpy Ride?

Margo Channing (Bette Davis) in “All About Eve” famously said, “Fasten your seatbelts, it’s going to be a bumpy night!” Does that sum up the status of future community bank merger activity? Maybe so. Many financial...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

Orrick's Antitrust and Competition Newsletter - April 2014

Shanghai High People’s Court Rules That Resale Price Maintenance Agreement Constitutes Monopolistic Agreement - The Shanghai High People’s Court recently made available its Aug. 1, 2013 final judgment overruling the...more

The Ropes Recap: Mergers & Acquisitions Law News - April 2014

In this issue: - News from the Courts - News from the Regulators - Tax News - Notable Pending Deals - Contributors - Excerpt from News from the Courts: Delaware Court of...more

MOFCOM Shows Teeth Against Gun Jumping

On 20 March 2014, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a notice announcing that it will make public decisions sanctioning companies failing to notify mergers that meet the filing...more

3,103 Results
|
View per page
Page: of 125

Follow Mergers & Acquisitions Updates on: