Mergers & Acquisitions Updates

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
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English Law Schemes of Arrangement: Class Composition

Having received the sanction of antitrust regulators in Europe, the U.S., China and South Africa, the planned merger of brewing giants AB InBev and SABMiller was scrutinised this week by the High Court in London on a topic...more

Ten Hallmarks of an Effective Compliance Program-Hallmark 3 [Video]

In this 10-episode podcast series I take a look at all ten hallmarks of an effective compliance program as set out in the FCPA Guidance. In this episode I review Hallmark 3 - Oversight, Autonomy and Resources....more

Your daily dose of financial news - The Brief – 8.23.16

The 2d Circuit has refused the DOJ’s motion for reconsideration of the panel’s May decision overturning a jury verdict and accompanying $1.27 billion fine against Bank of America over its “Hustle” mortgage generation program....more

Ten Hallmarks of an Effective Compliance Program-Hallmark 2 [Video]

In this 10-episode podcast series I take a look at all ten hallmarks of an effective compliance program as set out in the FCPA Guidance. In this episode I review Hallmark 2-Code of Conduct and Compliance Policies and...more

Changes to Transferring Employment Contracts in France After the 8 August Law - Des transferts de contrats de travail: les apports...

When a service provider in a market changes, employment contracts may be transferred from the previous to the new owner to avoid dismissing employees who work at the site, however, whatever the legal vehicle by which the...more

Your daily dose of financial news - The Brief – 8.22.16

The SEC’s opened an inquiry into Hampton Creek in response to a Bloomberg report that the Just Mayo maker used undercover contractors to purchase its non-egg mayonnaise product in bulk not long before HC raised $90 million...more

Two New Court Decisions Bookend Antitrust Risks for Integrated Hospitals

A Florida federal court recently denied summary judgment to an integrated hospital system hoping to exit a multicount antitrust and unfair trade lawsuit. Four days later, the Third Circuit Court of Appeals upheld summary...more

What’s Happening in Delaware M&A – Summer 2016

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Brexit Board Briefing

The world is awash with uncertainty about Brexit. We imagine that you, like most, are sorting through it all. Pillsbury is here to help. Our dedicated Brexit Team is monitoring developments and weighing the legal risks and...more

PilieroMazza Legal Advisor - Third Quarter

GOVERNMENT CONTRACTING - Category Management: What Contractors Need to Know - In December 2014, the Office of Management and Budget (OMB) announced a new initiative called Category Management. This policy could...more

Ten Hallmarks of an Effective Compliance Program-Hallmark 1 [Video]

In this series, I review the Ten Hallmarks of an Effective Compliance Program. This episode premiers Hallmark No. 1....more

Latest Amendments to Delaware Law Revise Appraisal Rights

Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the Delaware General Corporation Law (DGCL) have been modified in two principal respects...more

Strike Suit Struck Down

It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

Appraisal Arbitrage: Heads I Win, Tails You Lose

Delaware state courts have seen a rise in appraisal petitions filed by shareholders dissenting from mergers, with 34 actions filed in the first half of 2016, compared to 16 in all of 2012, according to a recent Wall Street...more

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

Your daily dose of financial news - The Brief – 8.18.16

A SDNY jury has found former JPMorgan banker Sean Stewart guilty of insider trading based on allegations that Stewart was leaking confidential information about health care company mergers to his dad....more

Are Appraisal Cases to Decline?

Among the most-discussed issues in corporate law today is whether appraisal actions should be curtailed. Triggered by above-merger price awards after deals were shopped in the market, the argument is that the appraisal...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Managing the Transition to Transformation: Provider/Payor Integration: 2016 Is Not the 1990s

McDermott’s Managing the Transition to Transformation series is designed to help health systems and other health care industry leaders address the many challenges presented by the transformation in payment and care delivery...more

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

Seventh Circuit Brands Disclosure-Only Settlement a “Racket” and Endorses Delaware Court of Chancery’s Stricter Standard for...

In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery’s call for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to shareholders. As previously discussed,...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers: Volume VIII – Foreign...

Not every potential buyer is a U.S. corporation controlled by U.S. interests. It is important, both for the buyer and the seller, to understand the implications of foreign ownership, control, or influence (“FOCI”) on the...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

Restructuring Liquidation Preferences

Job candidates may choose to work for a startup to help build something new, to work in an environment that fosters and rewards creativity, or to get the thrill of climbing aboard a “rocket ship.” New employees rarely, if...more

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