Mergers & Acquisitions Updates

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St. Luke's Health: Does Improving Patient Care Justify a Merger Under Antitrust Law? Ninth Circuit Says "No" and Orders...

Healthcare providers frequently consolidate to cut costs and improve patient care. These benefits can result from sharing administrative costs such as billing and electronic recordkeeping, eliminating excess capacity, better...more

Alternative Capital Proving That For Reinsurers, Size Does Not Matter

The (re)insurance industry is changing and recent consolidations are signaling a momentous shift for customers too. Every once in a while the staid insurance and reinsurance industries go through a momentous change...more

US M&A 2014-2015: Full steam ahead

In This Issue: - US M&A hits a home run - The US M&A market takes center stage - Three sectors driving deal value - US M&A in figures - PE exits reach five-year high - Looking ahead: All eyes on...more

ESMA Publishes Technical Advice on New EU Market Abuse Regime

On February 3, the European Securities and Markets Authority (ESMA) published its final report to the European Commission (EC) with technical advice on possible new secondary legislation under the European Union’s Market...more

In Highly-Anticipated Decision, Ninth Circuit Affirms That Hospital-Physician Group Merger in St. Luke’s Violated Section 7 And...

On February 10, 2015, the Ninth Circuit issued its highly-anticipated decision at the intersection of health care and antitrust, affirming the lower court’s finding that a hospital-physician group merger completed nearly...more

Orrick's Antitrust and Competition Newsletter (Global) - February 2015

DOJ’s Approval of Revisions to IEEE’s Standard-Setting Policies Provides Guidance for SSOs, Patent Holders, Licensees and Courts - On Feb. 2, 2015, the U.S. Department of Justice issued a business review letter that...more

MacEwen on BigLaw's 'Hollow Middle', Shaky Vereins & Dentons in China  [Video]

Feb. 18, 2015 (Mimesis Law) -- Bruce MacEwen, consultant and publisher at Adam Smith, Esq., tells Lee Pacchia that BigLaw's "hollow middle" firms - those between 30 and 150 in the Am Law 200 - are going to need to forget...more

Ninth Circuit Holds that Acquisition Violates Antitrust Laws

On February 10, 2015, the U.S. Court of Appeals for the Ninth Circuit affirmed a district court decision finding that the merger of two healthcare providers in Idaho violated antitrust laws. St. Alphonsus Medical Center-Nampa...more

Recent Developments in Acquisition Finance

Recent legal and regulatory developments have raised issues for those considering a loan-to-own acquisition strategy, and have continued to impact both the structure of highly leveraged financings and the makeup of those...more

Insurance Sector - 2014 Year End Review and Forecast for 2015

Fundamental changes and powerful forces are reshaping the insurance industry. These developments are reestablishing the natural order of the financial services sector and redefining the insurance industry’s role in the global...more

FCPA Compliance and Ethics Report-Episode 133, The Oscars and Compliance, Part V with Jay Rosen [Video]

In this concluding episode of my five part series with Jay Rosen, we provide our Oscar picks and give some of the compliance highlights that we have gained insight to during our exploration of the Oscars, the movie industry...more

FCPA Compliance and Ethics Report-Episode 132-Adam Turteltaub and SCCE Europen Compliance and Ethics Institute [Video]

In this episode I visit with Adam Turtelbaum of the SCCE about the upcoming European Compliance and Ethics Institute. ...more

Do You Know What is in Your Buyer’s Wallet?

In a recent ruling, the Ninth Circuit held that a seller was liable under the law of fraudulent conveyance to the bankruptcy trustee for the portion of the purchase price funded by a company controlled by the buyer, which was...more

Classic Antitrust Principles Apply to Health Care Mergers Even Post-ACA

The Ninth Circuit last week held that St. Luke’s Health System’s purchase of a physician practice group violated federal antitrust laws. In doing so, it upheld a district court’s order that the merger be dissolved. ...more

Considerations with Regard to “Material Adverse Effect” Clauses

In the mergers and acquisitions context, there is a risk that the occurrence of some event between signing and close may cause the value of the target to diminish significantly, making the deal no longer attractive to the...more

China Primer Series: Anti-Monopoly Law 2015

China’s adoption of the Anti-Monopoly Law (“AML”)is a landmark in the evolution of China's economic transformation. The AML was a carefully thought-out, negotiated, strategic development dictated by the central government, a...more

FCPA Compliance and Ethics Report-Episode 131, The FCPA Professor Takes a Look Back at 2014 [Video]

In this episode I visit with the FCPA Professor over some of his observations from the 2014 FCPA year just pass. We discuss the Esquenazi decision, Opinion Releases and several enforcement actions. ...more

Blakes Competition, Antitrust & Foreign Investment Group Report from Canada

In this issue: - Preface - Key Trends for 2015 - Highlights from 2014 - 2014 Annual Report - Mergers - Foreign Investment - Cartels - Private Actions -...more

Control Transactions in the UK Mid-Market

In a number of transactions in the UK mid-market in which we have been involved recently, we have noted a departure from the traditional private equity buy-out model, whereby the sponsor acquires 100% of the target and...more

To Report or Not to CFIUS, That Is the Question

With the complexities inherent in many cross-border transactions – from cultural differences to the growing number of competition authorities demanding paperwork – the last thing one may want to think about is whether to...more

DePuy Synthes Announces Acquisition of Olive Medical

(Feb. 11, 2015) DePuy Synthes, a Johnson & Johnson company, announced its acquisition of Olive Medical Corporation in a press release. The financial terms of the deal were not disclosed. According to its website, Olive...more

FCPA Opinion Emphasizes Need for Comprehensive Due Diligence Ahead of Foreign Acquisitions

Action Item: In November 2014, the United States Department of Justice issued an Attorney General Opinion with respect to the enforcement of the Foreign Corrupt Practices Act. ...more

Contractual Warranty Claims: When Does Time Begin To Run?

In The Hut Group Ltd v Oliver Nohabar-Cookson & anr [2014] EWHC 3842 (Comm) it was held that the interpretation of a limitation of liability clause imposing a time limit on the buyer for serving notice of a breach of warranty...more

What is Simplified under Anti-Monopoly Filing Procedures for Simple M&A Cases?

The Ministry of Commerce in China (“MOFCOM”) has promulgated a series of implementation regulations as an effort to improve the enforcement of the Anti-Monopoly Law (“AML”), among which two regulations specifically relate to...more

McWane, Inc. v. Lanier, C.A. No. 9488-VCP (Del. Ch. Jan. 30, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss or stay for lack of personal jurisdiction. The Court held that a mandatory forum selection clause in a merger agreement controlled over a...more

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