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Mergers & Acquisitions Updates

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

The liberalization of Canadian foreign investment review continues

by Dentons on

The Investment Canada Act (ICA) threshold for review of direct acquisitions of Canadian businesses by World Trade Organization (WTO) investors (or from WTO investors) has increased from CA$600 million to CA$800 million in...more

Earn-Outs in M&A Transactions: Red Flag Issues that Government Contractors Should Avoid

by PilieroMazza PLLC on

Government contractors who wish to grow by purchasing an existing business are aware of one simple truth: The value of the target is linked directly to its ability to transfer its existing contracts. If there is a high risk...more

Executive Order Seeks to Bolster ‘Buy American’ Enforcement

by Morgan Lewis on

US President Donald Trump’s executive order aims to increase the use of US goods and materials in federal acquisitions. On April 18, President Trump signed the Presidential Executive Order on Buy American and Hire...more

The Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin

Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more

The New Competition Law in Thailand Approved

by Allen & Overy LLP on

On 18 April 2017, the Thai National Legislative Assembly (NLA) submitted the draft Trade Competition Act B.E. 2560 (2017), which it had approved on 24 March 2017 (the New Act), to the Secretariat to the Cabinet. The Prime...more

Fresenius Kabi Acquires Merck KGaA’s Biosimilars Business

by Goodwin on

On Monday, April 24, 2017, Fresenius Kabi and Merck KGaA announced that Fresenius will be acquiring Merck KGaA’s biosimilars business. According to Merck KGaA’s press release, Merck KGaA’s biosimilar portfolio focuses on...more

Buy and Build Strategy Increases Antitrust Risk for Private Equity

by Latham & Watkins LLP on

Private equity firms have sought a greater number of buy and build opportunities in recent years, amid high valuations and competition for primary deals. In our view such deals carry higher antitrust risks and warrant careful...more

Considering a Retail Merger?

by Bryan Cave on

The UK Competition and Markets Authority (“CMA”) has published new commentary to inform companies on how it assess retail mergers. The commentary should be read by any retailer considering merging with a competitor in the UK....more

M&A Leaders Survey Results

2017 will be an even busier year than 2016 and 2015 for M&A deals in the technology sector, according to more than half of the dealmakers who responded to the semi-annual M&A Leaders Survey conducted by our colleagues at...more

Buying Assets? Have You Considered This Secretary’s Certificate?

by Allen Matkins on

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Mega luxury brand news yesterday, as LVMH announced a series of moves that, combined with $13.1 billion, helped it take over the 70-year-old French fashion house Christian Dior....more

Court Of Chancery Discusses Interrelationship Between Corwin and Santa Fe

by Morris James LLP on

In its now famous Corwin decision the Delaware Supreme Court held that when a majority of the stockholders in a fully informed, noncoercive vote approve a transaction, the business judgment rule applies and the transaction is...more

Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

"E-Commerce in India on the Rise"

Despite the headwinds facing Indian e-commerce start-ups, some of which had irrational cost structures and business models based solely on discounts, the overall success and potential of this sector, as well as its...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The new administration is working on a tax plan that would slash corporate tax rates to 15 percent and doing so with a hastiness that could jeopardize House Republicans’ ability to make the cuts permanent....more

The 2017 Automotive Mergers and Acquisitions Outlook

by Foley & Lardner LLP on

As we stand here in early 2017, we are further away from the all-time high in valuations and deal activity that we witnessed in 2015; but despite signs that the extended expansion cycle for the industry may be plateauing,...more

Beyond Purchase Price: The Tax Treatment of M&A Deal Costs

by Farrell Fritz, P.C. on

Recovering Transaction Costs - It is a basic tax principle that the more a seller pays in taxes on the sale of its business, the lower will be the economic benefit realized on the sale; similarly, the more slowly that a...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its...more

Healthcare & Life Sciences Private Equity Deal Tracker: Warburg Pincus to Acquire CityMD

by McGuireWoods LLP on

Warburg Pincus has announced it will acquire CityMD. CityMD, founded in 2010, is an urgent care provider with more than 68 locations in the greater New York metropolitan area and Seattle....more

Will New Spanish Dividend Rules Cause Pain for Private Equity in Spain?

by Latham & Watkins LLP on

Recently effected reforms to Spanish dividend protections for minority shareholders should cause European dealmakers to review deal terms more closely in 2017. Outright acquisition of businesses is unusual in Spain, 83% of...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Times gives us an intriguing long read on Uber’s Travis Kalanick, the controversial CEO whose vision has helped propel the ride-hailing company even as his no-limits approach has led the company into months of crisis....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The City of Cincinnati is suing Harbour Portfolio Advisors—“one of the nation’s largest sellers of foreclosed homes”—for skipping out on housing code violations and for targeting buyers with “predatory and unconscionable”...more

Business Tax Reform – the Current State of Play

by Ballard Spahr LLP on

President Donald J. Trump campaigned on a platform of large tax cuts for businesses. With President Trump in the White House and Republicans controlling both the House of Representatives and Senate, does it mean businesses...more

"The Emerging Need for Cybersecurity Diligence in M&A"

Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

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