Mergers & Acquisitions Updates

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Effective cybersecurity: 8 questions for you and your team

Cybersecurity has become a top-tier risk for US and multinational organizations. It is only a matter of time before a determined hacker will penetrate your organization’s system and successfully exfiltrate some data. (Indeed,...more

New Investment Canada Act Thresholds and National Security Review Periods

The Canadian government has adopted new regulations and implementing orders that: - significantly alter the existing review thresholds under the Investment Canada Act (ICA) for most investors....more

Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

Increasing Antitrust Risk in Non-Reportable Transactions – DOJ Obtains Disgorgement of Profits in Tour Bus Settlement

The U.S. Department of Justice (DOJ) recently reached a settlement with Coach USA Inc. and City Sights LLC, breaking up their joint venture. The DOJ also employed the rarely used remedy of disgorgement to recover $7.5...more

Tenet and USPI to Form Ambulatory Surgery Joint Venture

Tenet Healthcare Corp. has announced it has signed a definitive agreement with United Surgical Partners International (USPI) to combine their short-stay surgery and imaging center assets into a new joint venture....more

Corporate Alert: China’s New Tax Regulation on Indirect Disposals Complicates Certain Offshore M&A Deals

In 2009, China’s State Administration of Taxation (SAT) promulgated Circular 698 to empower PRC tax authorities to re-characterize transfers by non-PRC residents of shares in offshore companies that hold equity interests in...more

FCPA Compliance and Ethics Report-Episode 144-SEC Enforcement of the FCPA, Part I [Video]

In this episode I begin a two-part exploration of the differences between the Securities and Exchange Commission enforcement of the FCPA from the Department of Justice enforcement. ...more

Purchase Price Adjustments Can Alter a Deal’s Final Price Tag

After lengthy negotiations, a buyer and seller agree upon the value of the business for sale and document it in the Letter of Intent (LOI). Time to break out the Champagne? Not quite yet....more

Despite the Regulatory Hurdles France is Open to Investment

Even though France is perceived to have a burdensome regulatory regime, it is clearly open to investment. M&A transactions involving French targets totaled €120.6 billion in 2014, a sharp increase on 2013 when just €28.6...more

Fortis Advisors LLC v. Dialog Semiconductor PLC, C.A. No. 9522-CB (Del. Ch. Jan. 30, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss certain claims relating to a dispute over earn-out payments owed to the former equity holders of iWatt, Inc. (“iWatt”) following the sale of iWatt...more

Stock and Asset Sales: Tax Consequences of Each Transaction

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities....more

Blog: Is “Tenure Voting” A Possible Cure For “Raging Corporate Activism”?

In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980’s that could, on reexamination, be “a bulwark against short-termers who...more

Virtus Capital L.P. v. Eastman Chemical Co. et al., C.A. No. 9808-VCL (Del. Ch. Feb. 11, 2015) (Laster, V.C.)

In this decision, the Court of Chancery denied a motion to dismiss for lack of personal jurisdiction brought by an individual that controlled the majority stockholders of a Delaware corporation, holding that the complaint...more

Locating Time Frames for the Hypothetical Negotiation

In determining a reasonable royalty for patent infringement damages, district courts often use the hypothetical negotiation analysis: that is, what is the royalty rate that the patent owner and the infringer would have agreed...more

FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action [Video]

In this episode I take a deep dive into the Goodyear FCPA enforcement action. I review the underlying allegations and the lessons learned for the compliance practitioner. ...more

FTC Rule Change Simplifies Process Following a Denial of a Preliminary Injunction Motion

On March 14, 2015, the Federal Trade Commission (FTC) announced procedural revisions governing the FTC process when it loses an injunction bid in federal court, to block the consummation of a merger pending its in-house...more

Heraeus Medical Components to Acquire NeoMetrics

In a press release issued March 18, 2015, Heraeus Medical Components, a global business unit of Heraeus Holding GmbH, announced that it will acquire NeoMetrics, Inc. According to the press release, Heraeus Medical Components...more

Lewis v. Aimco Properties, L.P, et al., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery (i) granted in part certain defendants’ motion to dismiss for lack of subject matter jurisdiction, specifically ordering a stay pending arbitration; and (ii) granted certain...more

IRS Proposes Curtailing “Next-Day Rule” in Corporate Acquisitions

Are you a day late? - On March 5, the Internal Revenue Service (the IRS) published proposed regulations (REG-100400-14, RIN 1545-BM14) (the Proposed Regulations) that would place strict new guidelines on the “next-day...more

Sysco, US Foods Seek Disclosure of FTC Witness Identities

The Federal Trade Commission (FTC) went head-to-head last week with Sysco Corp. and US Foods Inc. over whether to make public the names of the declarants relied on by the FTC in its preliminary injunction to block Sysco and...more

United States Supreme Court Rules that N.C. Dental Board Is Not Entitled to State Action Immunity from Antitrust Liability

In North Carolina State Board of Dental Examiners v. F.T.C., No. 13-534 (2015), the United States Supreme Court ruled last week that the North Carolina Dental Board, which is comprised mainly of practicing dentists, was not...more

Economic Credentialing—An Idea Whose Time Has Come?

Overview - The term economic credentialing is an old phrase that carries different meanings for different people, especially physicians. Simply stated, it is typically defined as any medical staff credentialing...more

Foreign Corrupt Practices Act Discussions at the 2015 ABA White Collar Institute Focus on M&A, Self-Reporting and Individual...

The prosecution of corporations always makes good headlines. But the emerging trends in these corporate prosecutions tend to be at the margins and therefore less reported—prosecutors commit to sustained and vigorous...more

Italian Merger Control Thresholds – New Revisions

The Italian Competition Authority has updated its merger control turnover thresholds. Effective today, 16 March 2015, Section 16(1) of Law no. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions...more

Can Mergers Between Healthcare Providers in Different Markets Raise Antitrust Concerns? "Yes," Say Top Enforcers at FTC and DOJ

In reviewing mergers of healthcare providers, government antitrust enforcers have historically focused on horizontal mergers between competing providers—in particular, those that result in high market shares in a specific...more

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