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

How SBA's Proposed Size, Status Recertifications Rule Could Impact Small Business M&A

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The U.S. Small Business Administration (SBA) on Aug. 23, 2024, issued a Proposed Rule that significantly changes the effect of recertifications of size and socioeconomic status under set-aside contracts following a merger or...more

Cooley LLP

As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics

Cooley LLP on

On the heels of releasing its 2023 Annual Report to Congress, the Committee on Foreign Investment in the United States (CFIUS) publicly announced six new penalties on parties that failed to comply with CFIUS requirements in...more

Epstein Becker & Green

Post-AB 3129, California Sponsored MSOs Must Focus on Compliance, Strategic Growth, and Exit Planning

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California’s legislature recently passed AB 3129, and it is awaiting Governor Gavin Newsom’s signature. While AB 3129 impacts several different provider types, this article focuses on its impact on Management Service...more

Blake, Cassels & Graydon LLP

Avantage concurrentiel par Blakes : mise à jour de septembre 2024

Bienvenue à l’édition de septembre de l’infolettre Avantage concurrentiel par Blakes, une publication mensuelle des groupes Concurrence et antitrust et Investissement étranger de Blakes. Avantage concurrentiel par Blakes...more

Cooley LLP

NYSE withdraws proposal to extend time period for completion of de-SPAC transaction

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In April, the NYSE proposed a rule change that would have amended Section 102.06 of the Listed Company Manual to allow a SPAC to “remain listed until forty-two months from its original listing date if it has entered into a...more

Hogan Lovells

Five takeaways from the European Commission’s first commitments case under the Foreign Subsidies Regulation

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For the first time, the European Commission has accepted commitments in a merger case reviewed under the EU Foreign Subsidies Regulation. What can we learn from the Commission’s announcement to clear the deal? We set out...more

Goodwin

Adjustment Escrows in M&A: Why the 1% Rule Doesn’t Always Apply

Goodwin on

What is the typical size of an adjustment escrow? A common rule of thumb is 1% of overall deal value, but the size varies depending on deal value and the underlying characteristics of the business (including the net working...more

A&O Shearman

CFIUS Update: 2023 Report to Congress and new enforcement website

A&O Shearman on

The Committee on Foreign Investment in the United States (CFIUS) continues to play an increasingly active role in reviewing and assessing inbound investment transactions for U.S. national security risks. In this alert, we...more

BakerHostetler

DOJ Withdraws 1995 Bank Merger Guidelines as FDIC, OCC Make Regulatory Changes

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On September 17, 2024, the Department of Justice Antitrust Division (DOJ) shut the vault doors on its 1995 Bank Merger Guidelines, leaving the 2023 Merger Guidelines as its sole authoritative statement on the topic of mergers...more

Akerman LLP

Intentions Matter: Acquiring Large Amounts of Voting Securities Can Trigger an HSR Filing Obligation

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Key Takeaways - The method of acquisition of voting securities does not matter for HSR purposes. The civil penalties for individuals or companies that miss HSR filing obligations can be significant....more

Bass, Berry & Sims PLC

FTC Imposes Nearly $1 Million Fine in HSR Enforcement Action Against Activist Investor

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On Wednesday, September 18, the Federal Trade Commission (FTC) announced a settlement agreement with prominent activist investor and GameStop CEO Ryan Cohen. Under the agreement, Cohen will pay a $985,320 civil penalty for...more

A&O Shearman

Recent HSR enforcement action underscores that the FTC is not playing games with HSR Act violations

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The U.S. antitrust agencies are routinely on alert for violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), even in instances where there are no competitive or otherwise apparent antitrust...more

Skadden, Arps, Slate, Meagher & Flom LLP

Uptick in the Value of Megadeals and Sponsor Transactions Signal a Further M&A Rebound

Aggregate global M&A deal value is up significantly in 2024 (even though deal volume is down), driven in large part by the announcement of megadeals in the U.S., and reflecting an appetite for dealmaking in the medium term....more

Benesch

Dialysis & Nephrology Digest - September 2024

Benesch on

Appellate court ruling widens scope of NY fee-splitting law to include earnouts - The decision overturned a lower court ruling relating to the sale of part of a dental practice in 2015. The plaintiff agreed to sell...more

Morris James LLP

Court of Chancery Invalidates Election of Directors Where Board Improperly Set the Record Date

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Sections 205 and 225 of the Delaware General Corporation Law facilitate prompt determinations of the validity of corporate actions. The former permits the Delaware Court of Chancery to validate defective corporate acts under...more

Fenwick & West LLP

New Regulatory Challenges for Private Equity and Hedge Fund Healthcare Transactions: Understanding the Impact of California’s AB...

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California’s healthcare ecosystem may soon experience significant regulatory changes as Assembly Bill 3129 (AB 3129) heads to Gov. Gavin Newsom's desk for approval....more

Wilson Sonsini Goodrich & Rosati

FTC Issues $1 Million Civil Penalty for HSR Act Violation

While companies wait for the new Hart-Scott-Rodino (HSR) Act filing requirements to be finalized, the Federal Trade Commission (FTC) made headlines by filing an enforcement action against and obtaining nearly $1 million in...more

Venable LLP

More than Just Mergers: Individual Shareholder Fined Nearly $1 Million for HSR Violation

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On September 18, 2024, the Federal Trade Commission (FTC) announced that Ryan Cohen, an entrepreneur and the current chairman and CEO of GameStop Corp., has agreed to pay $985,320 to settle charges that his acquisition of...more

Cadwalader, Wickersham & Taft LLP

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

Fenwick & West LLP

CEO Ousters Hit Record Numbers

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According to research firm Exechange, 74 chief executive officers have been fired or forced out this year, which is the highest number since 2017....more

Arnall Golden Gregory LLP

AGG Talks: Women in Tech Law Podcast - Episode 4: Preparing for a Transaction? What Emerging Growth Companies Need to Know

In this episode, AGG Corporate partner and member of the firm’s Women in Tech Law, Paula Nagarajan, is joined by Jenea Bradley, an audit partner at Deloitte, to discuss the critical aspects of preparing for a transaction,...more

Husch Blackwell LLP

California Private Equity in Healthcare Legislation

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On August 31, the last day of its 2024 Legislative Session, the California Legislature approved Assembly Bill 3129 (Wood), which provides for notification to and review by the Attorney General of health care transactions...more

Orrick, Herrington & Sutcliffe LLP

DOJ announces its withdrawal from the 1995 Bank Merger Guidelines

On September 17, the DOJ announced its withdrawal from the 1995 Bank Merger Guidelines, stating the 2023 Merger Guidelines will be the only authoritative statement across all industries. This decision followed collaboration...more

Orrick, Herrington & Sutcliffe LLP

OCC releases final rule on the Bank Merger Act

On September 17, the OCC approved a final rule amending its procedures for reviewing applications under the Bank Merger Act. The rule will aim to provide clearer guidelines for institutions regarding the OCC’s review process...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Modernization of the US Bank Merger Review Process Begins

On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) issued formal statements of policy on reviewing transactions under the Bank Merger Act (BMA). The...more

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