Mergers & Acquisitions Updates

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Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

"China Merger Control: New Carrots and a Bigger Stick"

China has recently taken two important steps to improve its merger control process: providing additional guidance on its new simplified merger procedures while promising publication of decisions penalizing firms for closing...more

Brownstein Trial Victory Emphasizes Limits on Indemnifying Party's Right to Control Litigation in M&A Indemnification Context

A team of trial attorneys from Brownstein Hyatt Farber Schreck recently won a significant trial victory stemming from the acquisition of a company by a Brownstein client. The dispute raised questions about the obligations of...more

Because M&A Due Diligence Was Not Already Complicated Enough…

A recent federal appeals court decision suggests that businesses looking at potential acquisitions or mergers have yet another, relatively new concern to their due diligence list when examining the target business: an...more

Expect Focus On Antitrust Issues In The Health Care Industry

There have been a number of high profile antitrust cases brought against health care providers, and the increasing interest of both the Federal Trade Commission (FTC) and plaintiffs should be considered in any proposed...more

Margin Call: Regulation X Basics

So far, our series on the Federal Reserve’s margin regulationshas focused on Regulation U, which imposes margin lending requirements on lenders. Now let’s turn our attention to Regulation X, which governs the securities...more

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

Latham & Watkins partner Jennifer Perkins explains the M&A term Club Deal, which refers to a leveraged buyout transaction where multiple sponsors join together in order to buy a target. For additional definitions of the legal...more

Acquisitions Don't Nullify Prior Privacy Promises--FTC's Letter to Facebook & WhatsApp Gives Caution to All to Honor Privacy...

Social networking site Facebook announced in February its plans to acquire WhatsApp—a “rapidly growing cross-platform mobile messaging company”—for the princely sum of $19 billion. While Facebook and WhatsApp are looking...more

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

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