Mergers & Acquisitions General Business

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Infrastructure M&A: Journey to the non-core: The maturing nature of the non-core infrastructure space has now opened the door for...

Over the past seven years, institutional investors and funds have been battling each other for the most prized infrastructure assets. This competition has led to a steep increase in both European infrastructure M&A and a...more

M&A Activity in the Connect Vehicles Sector: More Antitrust Filings on the Horizon?

M&A activity in the connected vehicles sector might need to be notified to antitrust authorities, even when the target has limited revenues, as shown by the recent Intel/Mobileye deal. Connected vehicles (or, taking it...more

Fifth Annual Report Reviews Global Antitrust Developments

Shearman & Sterling’s 2017 Antitrust Annual Report reflects our lawyers’ experience and insights on key antitrust risks affecting our clients’ businesses. Please see full Report below for more information....more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

El Paso Pipeline GP Company, L.P. et al., v. Brinckerhoff, No. 103, 2016 (Del. Dec. 20, 2016)

In this unanimous en banc decision, the Supreme Court of Delaware reversed a $171 million judgment of the Court of Chancery, holding that the plaintiff limited partner lost standing to pursue the underlying derivative claim...more

Your Daily Dose of Financial News

White Collar Watch dates itself considerably with its Perry Mason allusion, but its bigger point is an interesting one–good luck finding a true “gotcha” moment when dealing with what are “quintessentially offenses of the...more

Your Daily Dose of Financial News

Following up on news last week that Bill Ackman was finally done with his grand Valeant experiment, the Times gives us a deeper look at what was really going on with the activist investor’s bet and ultimate $4 billion loss....more

Justice Department Reveals How It Evaluates Corporate Compliance Programs

The U.S. Department of Justice (DOJ) Fraud Section recently published its "Evaluation of Corporate Compliance Programs" that lists 1) the topics it explores and 2) the questions it asks when it assesses the effectiveness of a...more

Chancery Court Holds That Squeezed Out Stockholders Lack Standing to Compel Inspection under DGCL § 220

On February 27, 2017, the Delaware Court of Chancery addressed an important matter of first impression under Delaware law: "Must a plaintiff seeking corporate records under Section 220 of the Delaware General Corporation Law...more

German Corporate Law Update: Important Changes in Acquisitions and Investments

For companies interested in investing in, purchasing or selling German companies, here are several recent developments related to Data Privacy and Cybersecurity, M&A, Employment and Tax law that are helpful to keep in mind....more

Your Daily Dose of Financial News

The struggle to attract and retain businesses and the jobs they provide has increasingly led to states and cities squaring off against others, with competing tax incentive packages the very real currency of the battle....more

Deep Dive Due Diligence: Part V – Level III Due Diligence as a Board Tool

Today, I conclude my exploration of Level III, deep dive due diligence, by discussing how a this should be considered as a best practices tool by a Board of Directors in a broader sense. I am joined in this exploration by...more

Predicting the Unpredictable: Foreign Investment Under the Trump Administration

CFIUS has the power to unwind your M&A deal. That power will likely expand. That is the headline. The Committee on Foreign Investment in the United States (CFIUS) reviews acquisitions by foreign parties of “critical...more

German Corporate Newsletter - March 2017

For companies interested in investing in, purchasing or selling German companies, here are several recent developments related to Data Privacy and Cybersecurity, M&A, Employment and Tax law that are helpful to keep in mind....more

The Impact of Cybersecurity Concerns on M&A Activities is Growing: eDiscovery Trends

This is the second story that I’ve covered in the past several months where cybersecurity concerns impacted merger and acquisitions. See below for more on the first one… After Verizon Communications took a $350...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Optum-SCA Merger Could Signal Renewed Payer Interest in Providers

In January, UnitedHealth Group’s health services arm Optum announced it would acquire Surgical Care Affiliates (SCA), one of the nation’s largest and most well-respected ambulatory surgery center (ASC) and surgical hospital...more

Deal Activity Slightly Declines in 2016; 2017 Deal Makers Cautious

Aggregate automotive industry M&A deal values for 2016 were down 34% to $41.0 billion compared to $62.1 billion in 2015 according to PwC’s recently released report, PwC Deals: Global Automotive M&A Deals Insights Year-end...more

DOJ Releases Guidance on Corporate Compliance Programs

On February 8, 2017, and without the fanfare that often accompanies new policy guidance, the Fraud Section of the U.S. Department of Justice (DOJ) issued a new guidance document on corporate compliance programs (Compliance...more

Great Expectations - DOJ holds anti-corruption compliance programs to a high standard in evaluating their credibility

On February 8, 2017, the U.S. Department of Justice (DOJ) released a list of important topics and sample questions that the Criminal Division’s Fraud Section has frequently found relevant in evaluating the adequacy of a...more

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing. Thus, when a stockholder...more

Blog: $2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to...more

Compliance and Private Equity: An Oxymoron?

We all enjoy an oxymoron, e.g., army intelligence, compassionate conservative. Some words go together and some do not. When it comes to compliance and private equity companies, you can predict with usual success that private...more

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