Mergers & Acquisitions Business Organization

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
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Brexit: Impact on M&A transactions

M&A activity - In the shorter term, there may well be a slow down or delay in M&A activity as parties, including funders, assess the impact of the Brexit vote and the uncertainty around the immediate future and the...more

Deductibility of Transaction Costs for a Target Company: No Safe Harbor in Deemed Asset Deals

On June 10, 2016, the Internal Revenue Service released a Chief Counsel Memorandum dated July 8, 2015, addressing the issue of whether a target S-corporation, which participated in a transaction in which the parties made a...more

CA Insurance Commissioner Urges U.S. Justice Department to Block Merger of Aetna and Humana

The proposed $37 billion merger of health insurance giants Aetna and Humana has faced several regulatory and antitrust hurdles since it was announced in July 2015. Aetna’s proposed acquisition of Humana also coincides with...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers

Volume VI —Organizational Conflicts of Interest: When the Whole Is Less Than the Sum of Its Parts - An organizational conflict of interest (“OCI”) arises when the performance of one contract undermines a contractor’s...more

Health Update - June 2016

Real-Time Data Analytics in Government Investigations and Reducing Exposure - It is not every day that the words “innovative” and “nimble” are used when referring to an agency of the federal government bureaucracy. Yet,...more

Four Takeaways from the FTC’s Healthcare Merger Losses

The Federal Trade Commission has made clear that it considers the regulation of competition in health care markets one of its top priorities, but in recent weeks the FTC has been dealt a string of tough losses in its...more

Expanding Reach of Indonesian Antitrust Law

In June 2016, an Indonesian parliamentary working committee proposed amendments to Indonesia’s principal competition law, Law No. 5 of 1999 concerning Prohibition of Monopolistic Practices and Unfair Business Competition (the...more

Blog: Corp Fin Issues New CDIs Providing Guidance On Rule 701 Primarily In The Merger Context

Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions. The new CDIs are summarized below...more

Unfair and Unbalanced-the Victimization Episode [Video]

In this episode Roy Snell and I discuss: Victimization and the value of personal responsibility; Standing up for your principles; The idea that you can make your sales goals without breaking the law; Roy translates wink...more

Taking the LLC or Partnership Public [Video]

In this short video, Pepper partner Howard Goldberg discusses a tax-advantaged structure for taking an LLC or partnership public, the "Up-C" structure. ...more

Getting Comfortable with Lender Comfort Letters

As the global real estate economy continues its recovery from the severe economic recession nearly a decade ago, hotel and hospitality real estate transactions have been robust as of late. According to the "Hotel investment...more

Amendments to Delaware General Corporation Law Will Affect Appraisal Actions and “Intermediate-Form” Mergers

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill 371, which amends the Delaware General Corporation Law (DGCL) with respect to, among other things, appraisal proceedings and “intermediate-form”...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant...more

Blog: CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger

The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a...more

Legal Vendor Due Diligence: Staging a Successful Sale

As anyone who has sold a house knows, the housing market can be an incredibly competitive one. Home sellers take such steps to maximize the value of their properties as home staging, hosting open houses and providing...more

Court Halts FTC’s Bid to Block Chicago-Area Hospital Merger

On June 14, 2016, in FTC v. Advocate Health Care et al., No. 15-cv-11473, the District Court for the Northern District of Illinois denied the Federal Trade Commission’s attempt to stop the merger of Advocate Health Care...more

When Not to Rely: Non-Reliance Disclaimers after FdG

Action Item: To be effective in protecting a seller, acquisition agreements must contain a clear statement as to the disclaimer of reliance on extra-contractual representations and warranties and such disclaimer must come...more

Dell Decision Grants Claimants Fair Value Award Above Merger Price

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more

As Delaware Goes, So Goes Washington?

In a posting yesterday, Professor Stephen Bainbridge poses the question “When an acquirer spots red flags: Should Microsoft’s board beware?” He points out...more

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

A Guide to Doing Business in Italy

Italy is renowned for its rich art, cuisine, history, fashion, and culture; its beautiful coastline and beaches; its mountains; and priceless ancient monuments. In fact, Italy is a top tourist destination and has more World...more

"IRS Expands REIT Spin-Off Restrictions, Extends REIT Built-in Gains Period to 10 Years"

On June 7, 2016, the Internal Revenue Service (IRS) and Treasury Department issued new temporary regulations that have dramatic implications for all merger-and-acquisition activity by C corporations and real estate investment...more

Order Entered Against Private Equity Fund Adviser for Broker-Dealer Activity

Under the notoriously ill-considered Dodd-Frank Wall Street Reform and Consumer Protection Act, previously exempt advisers to private equity funds are subject to Securities and Exchange Commission reporting requirements and...more

Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value

Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more

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