Mergers & Acquisitions Updates

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

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

[Event] 2nd Annual West Coast Ambulatory Surgery Center Seminar - October 6, Los Angeles, CA (Early Bird Registration ends Aug....

Please join us for Nossaman LLP's 2nd Annual West Coast Ambulatory Surgery Center Seminar and learn from seasoned industry experts the key strategies for successfully navigating healthcare's rocky shores relating to ASCs,...more

LongPath Capital, LLC v. Ramtron Int'l Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015) (Parsons, V.C.)

In this appraisal action, the Court of Chancery determined that the negotiated merger price less synergies yielded the fair value of Ramtron International Corporation (“Ramtron”) for purposes of Section 262 of the Delaware...more

FCPA Compliance and Ethics Report-Episode 182-Kate Atkinson on the Miller Chevalier Summer 2015 FCPA Report [Video]

In this episode I visit with Kate Atkinson, a partner at Miller Chevalier. She discusses the firm's recent FCPA Summer Report, noting some trends she sees and where enforcement may be heading. We also visit about the DOJ...more

FTC Limits Investment Rental Property Exemption

FTC’s reversal will result in more Hart-Scott-Rodino filings for companies in the pipeline, cell tower and billboard industries. The Federal Trade Commission’s Premerger Notification Office (PNO) has significantly...more

Anthem-Cigna Mega Merger Likely Problematic for Providers

Anthem announced on July 24, 2015 that it would purchase Cigna, just three weeks after Aetna agreed to buy Human for $37 billion. The deal is valued at $54.2 billion, and would create the United States’ largest health insurer...more

MPT to Acquire GTCR-Backed Capella; Shows Value Added for PE in Hospital Space

MPT is a Birmingham, Ala.-based self-advised real estate investment trust. Capella is one of the largest for-profit hospital companies in the U.S. Based in Franklin, Tenn., Capella owns and/or operates seven hospitals across...more

Competition News July-August 2015

French merger control: The Competition Authority agrees to approve the prospective acquirer of assets sold by the purchaser - On May 15, 2015, the Competition Authority authorized, subject to certain conditions, the...more

Insights from DRI Class Action Seminar 2015 – Part 2

Andrew Pincus, lead counsel in Spokeo, Inc. v. Robins (to be decided by the Supreme Court next Term, see my May 1, 2015 blog post), spoke on this subject. The question presented is whether a federal statute can confer...more

Private IPOs and Unicorns May Trigger More H-S-R Act Filings

The talk of the financial press and venture community during the first half of 2015 has been of private IPOs and unicorns. And for good reason. According to CB Insights, there are more than 588 investor-backed tech companies...more

Option Holders Cannot be Burdened With Escrow in Merger Transaction

In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the...more

Allergan Announces Plans to Acquire Oculeve for $125 million + Milestones

Allergan recently announced that it has agreed to buy Oculeve in an all-cash transaction. The deal is expected to close in the third quarter of 2015. Press releases state that Allergan will pay Oculeve $125 million upfront,...more

FCPA Compliance and Ethics Report-Episode 181-Gar Hurst on Using Social Media Tools In Your Compliance Program [Video]

In this episode I visit with Gar Hurst, a partner at Givens and Johnston, an import/export compliance firm. He and his firm have developed a SW app, which capitalizes on social media concepts to assist his clients in import...more

Renewable Energy Update - July 2015 #3

Renewable Energy Focus - Senate committee backs PTC extension: ReNews - Jul 22: A U.S. Senate committee has voted to extend more than 50 tax policies, including production and investment tax credits that incentivize wind...more

Regulators Likely To Heavily Scrutinize Proposed Humana-Aetna Merger

At the beginning of the month, insurance companies Aetna Inc. and Humana Inc. announced they would be pursuing a merger, with the former company acquiring the latter. Aetna, sources say, will be purchasing Humana for roughly...more

IRS Determination Letter Program for Qualified Retirement Plans to Be Significantly Curtailed

In Announcement 2015-19 (Announcement), the Internal Revenue Service (IRS) has indicated that it is eliminating the staggered five-year determination letter (DL) remedial amendment cycles for individually designed...more

Medtronic Announces Plans to Acquire RF Surgical Systems for $235 Million

Medtronic has agreed to acquire RF Surgical Systems Inc., for $235 million, according to a report by Nasdaq. According to the news article, Medtronic plans to incorporate RF Surgical’s surgical sponge tracking and detection...more

FTC Narrows Scope of HSR Reporting Exemption for Certain Acquisitions

On July 20, 2015, the Federal Trade Commission (FTC) released revisions to its interpretation of the rule, 16 C.F.R. §802.5, that exempts certain acquisitions of “investment rental property assets” from reportability under...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015

News from the Courts - Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures - Post-closing purchase price and working capital adjustments are common in...more

With Reservations, Delaware Chancery Court Grants Summary Judgment to Dell in Appraisal Action Sparked by Going-Private Merger

In a cash-out merger or consolidation, qualifying shareholders of a constituent Delaware corporation who do not vote in favor of the transaction may seek a judicial determination of the “fair value of [their] shares” under...more

FCPA Compliance and Ethics Report-Episode 180-Introducing the FCPA Master Class Training [Video]

In this episode I discuss my new service offering, the FCPA Master Class training. This training will be the premier nuts and bolts training on how to create, implement or enhance a best practices compliance program. ...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

European M+A News, Summer 2015

IP Pitfalls in Tech M&A Transactions - Technology and IP-driven deals accounted for over 30 percent of M&A deal volume in Europe in 2014. This trend is bound to continue, with many deals involving strategic or financial...more

Manatt Digital Media - July 2015

In this edition, we reflect upon the key digital media events of the first half of 2015 and present the major deals, developments and trends across video, music, gaming and virtual reality....more

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