Mergers & Acquisitions Business Organization

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Key Takeaways: Use of Stichtings as an M&A Defence Measure; Contrasting English and Delaware Law

Skadden and Erskine Chambers recently hosted a series of comparative corporate law events in conjunction with the University of Pennsylvania Law School; Queen Mary University of London School of Law; New York University...more

Minority shareholdings: New competition law issues?

New competition law issues with respect to minority shareholdings? A topic that recently became prominent in the competition law community and beyond is whether so-called “common ownership” may have a negative effect on...more

[Webinar] Hotel Liquor Licensing - September 27th, 10:00am PST

Join DWT Partner Matt LeMaster and Associate Jeff Giametta for this webinar where they will provide practical advice for dealing with the ins and outs of retail and hotel liquor licensing, including acquisition diligence,...more

Competition News September 2016

By a controversial decision, the Constitutional Council ruled that so-called “simple” investigations comply with the constitution - The investigation services of the French Competition Authority made several requests for...more

Capital Acquisition Brokers: New Category of Broker-Dealers Provides Limited Relief for Some Investment Banking Boutiques

The SEC recently approved a set of FINRA rules which creates a new category of broker-dealers known as Capital Acquisition Brokers or CABs. The rules were originally proposed in 2014 and will go into effect on the date set...more

Groundwork for an M&A Exit – Due Diligence Topics

Selling the company involves a lot of time and effort for management, but there are a few things you can do to get ready for a sale to improve the speed and reduce somewhat the pain of the process. Below are tips on...more

Court Relies on DCF Valuation to Appraise Private Company

In an appraisal proceeding under Section 262 of the Delaware General Corporation Law, the Delaware Court of Chancery determines the "fair value" of a company's "shares exclusive of any element arising from the accomplishment...more

FRAUD IN PRIVATE EQUITY PORTFOLIO COMPANIES [Video]

Recently, The Deal’s Rhonda Schaffler spoke with Jeremy I. Levy, an attorney in the corporate and securities practice at Pepper Hamilton, about allegations of fraud in private equity portfolio companies. Current law puts the...more

Tax Considerations for BDC Consolidation Transactions [Video]

In this video, Dechert tax partner Jeffrey S. Sion examines several important tax considerations related to business development company (BDC) consolidation transactions, including the pros and cons of taxable and tax-free...more

Energy Update - September 2016

We are pleased to release the latest issue of our client newsletter, Energy Update, designed to inform clients and friends of the firm about important developments affecting US and international energy markets. Please...more

Should Social Media Have a Role in Mergers and Acquisitions?

Social media is quickly becoming the way that companies present and market themselves to the world. Companies are also realizing the value social media provides in an easy conduit to communicate with customers. But the same...more

DOJ/FTC Issue Their Annual "Hart-Scott-Rodino Report" – Insurance Industry Spotlight

In early August 2016, the DOJ Antitrust Division and the Federal Trade Commission (FTC) issued their 38th annual Hart-Scott-Rodino (HSR) report. The report presents data on the agencies' merger review and enforcement...more

DOJ and States Challenge Health Insurer Mergers

Following more than a year of regulatory review, in late July 2016 the Department of Justice (DOJ) Antitrust Division and a number of states filed actions seeking to derail both the Anthem/Cigna and Aetna/Humana mergers. In...more

What’s New in the Revised Uniform Unclaimed Property Act?

The unclaimed property laws of most states are based in whole or in part on one of the multiple versions of the Uniform Unclaimed Property Act promulgated by the Uniform Law Commission. The Uniform Act was initially...more

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

Last month, we discussed the extent to which a foreign buyer can introduce an unacceptable level of foreign ownership, control, or influence (“FOCI”) that, absent mitigation, will render the target ineligible for the facility...more

Healthcare & Life Sciences Private Equity Deal Tracker: Frazier Healthcare Partners to Acquire Matrix Medical Network

Frazier Healthcare Partners will acquire a majority equity interest in Matrix Medical Network, according to a press release. Following completion of the transaction, Frazier will own a 60% equity interest, with The...more

Private Letter Ruling 201633009

This recent ruling by the IRS is significant for what it does not say. It does not say much of anything. It is a “significant issue” ruling, which is a type of limited ruling issued by the Corporate Division of Chief...more

Court Of Chancery Again Explains Scope Of The Corwin Doctrine

This is one of two recent Court of Chancery decisions explaining that the Corwin case really does mean that there is an “irrebuttable business judgment rule” that bars challenges to a merger approved by a majority of the...more

Maximizing value in today's brisk healthcare M&A market

A rare confluence of factors is generating great opportunities for private equity and strategic buyers in the healthcare industry. These factors have buyers lining up at the gate, resulting in unprecedented (and often double...more

Vineyard Wind offshore project changes hands

Danish fund management company Copenhagen Infrastructure Partnershas acquired Offshore MW LLC, the holder of an offshore wind energy lease issued by the U.S. Bureau of Ocean Energy Management over an area south of...more

IRS Updates Ruling Policy on Corporate Business Purpose and Device Requirements under Section 355

The U.S. Internal Revenue Service (“IRS”) released Revenue Procedure 2016-45 (the “Revenue Procedure”) on August 26, 2016, permitting taxpayers once again to seek private letter rulings on issues of “corporate business...more

SEC Approves FINRA’s Capital Acquisition Broker Rules

While the new rules may provide a measure of relief to certain entities that engage in a limited subset of broker-dealer activities, significant compliance requirements continue to apply. On August 18, 2016, the U.S....more

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

NEWS FROM THE COURTS - Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation - On May 31, 2016, the Delaware Court of Chancery released its post-trial...more

The SBA’s Two New Recertification Rules

The Small Business Administration (“SBA”) has issued two more regulations that will require that small businesses recertify their size when they engage in a merger and/or acquisition (“M&A”). The regulations, published in...more

This Week in FCPA-Epiode 19, the International Edition [Video]

This Week in FCPA-Episode 19, the International Edition Show Notes for Week ending August 26, 2016 1.       John Kerry: Corruption is ‘root cause’ of terrorism, on FCPA Blog. 2.      Eric Ben-Artzi Op-Ed piece on why...more

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