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Mergers & Acquisitions Updates

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

Healthcare & Life Sciences Private Equity Deal Tracker: KKR to Acquire Angelica Corp.

by McGuireWoods LLP on

Angelica Corp. has announced it has entered into an asset purchase agreement with an affiliate of PE firm KKR. KKR will acquire Angelica’s assets for approximately $125 million plus certain assumed liabilities. Angelica...more

Corwin Stops Litigation Where Deal Protection Measures are not Preclusive

In Re Paramount Gold And Silver Corp. Stockholders Litigation examines the interaction of Corwin, Unocal and deal protection measures. At issue was a Merger Agreement which provided for Coeur Mining, Inc. to acquire all of...more

Delaware Chancery Court Applies Corwin To Dismiss Post-Merger Fiduciary Duty Claim After Finding A Royalty Agreement Did Not...

by Shearman & Sterling LLP on

On April 13, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder derivative suit alleging a breach of fiduciary duty against the directors of Paramount Gold and Silver Corp....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Late last week, financial services company Raymond James agreed to resolve allegations of conspiring with the owner of several VT ski resorts (and others) in a Ponzi scheme targeting foreign investors through the EB-5...more

M&A Market Update

MergerMarket data shows that global deal activity in the first quarter of 2017 has so far remained resilient despite geopolitical uncertainty, with 3,554 deals worth $678.5 billion announced, representing an 8.9% increase in...more

Tokyo Dispute Resolution & Crisis Management Newsletter – April 2017

by King & Spalding on

US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more

FINRA Proposes Changes to Rules Affecting Offerings

On April 12, 2017, FINRA issued three Regulatory Notices requesting comments on proposed changes to various rules relating to financing transactions. Regulatory Notice 17-14 requests comment on all of FINRA’s existing...more

THE LATEST: Entanglements and Concentrated Markets Require Divestiture in the Dairy Industry

by McDermott Will & Emery on

On July 6, 2016, Danone S.A. (Danone) agreed to acquire The WhiteWave Foods Company (WhiteWave) for $12.5 billion. WhiteWave is the leading manufacturer of fluid organic milk in the United States and one of the top...more

“SMARTER” Act Advances in Congress: Will It Become Law?

For the third straight legislative session, the House Judiciary Committee has voted in favor of a bill—the Standard Merger and Acquisition Reviews Through Equal Rules (“SMARTER”) Act—that would amend the Clayton Act and...more

Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision

by WilmerHale on

Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

by Morris James LLP on

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies. To enable stockholders to carefully assess how much weight to give an...more

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M...

by King & Spalding on

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

One might think that Tesla shareholders would be thrilled with yesterday’s news that Elon’s car-making arm has surpassed even GM in market value. True, perhaps, but only to a point. Turns out that Tesla’s recent surge has...more

Think Twice: Costs Associated with Regulatory Approval for Corporate Transactions May Be Deductible

Although the cost of obtaining regulatory approval for a corporate transaction is identified as facilitative, a recent Chief Counsel Advice (CCA 2017-13-010, March 31, 2017) (the CCA) issued by the Internal Revenue Service...more

Mergers and Acquisitions Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In the first article in a...more

Federal and State Antitrust Enforcement Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In this first of a three-part...more

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

The Value of a Non-compete Agreement to an Acquiring Company Can Be Limited

by Burns & Levinson LLP on

It is standard practice in M&A transactions for the acquired business to assign all if its contractual rights to the purchaser. While that may sound good in theory, depending upon how the underlying contracts are drafted,...more

Delaware Chancery Court Declines To Dismiss Fiduciary Duty Claims In Shareholder-Approved Merger, Finding That Shareholders...

by Shearman & Sterling LLP on

On March 31, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery declined to dismiss a shareholder claim for breach of fiduciary duty against the board of directors (the “Board”) of Saba Software,...more

New Merger Control Thresholds in Germany

by K&L Gates LLP on

The German legislator just paved the way for the introduction of new merger control filing thresholds. Based on a recently adopted amending law to the German Act against Restraints of Competition, Germany’s merger control...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Wells Fargo’s board not only issued a massive report on its fake account scandal yesterday. It also announced that the bank would claw back an additional $75 million from former CEO John Stumpf and former head of community...more

FRB Lifts Threshold for Financial Stability Review

by Bryan Cave on

In its March 2017 approval of People United Financial, Inc.’s merger with Suffolk Bancorp (the “Peoples United Order”), the Federal Reserve Board eased the approval criteria for certain smaller bank merger transactions by...more

3D Printing Quarterly Report - Q1 2017

by Benesch on

IDC forecasts that worldwide spending on 3D printers, along with associated software, materials and services, will reach $28.9 billion in 2020, compared to an estimated $13.2 billion in 2016. It’s expected that the...more

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

by Murtha Cullina on

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

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