News & Analysis as of

Business Organization Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Senate Democrats Push for Tougher Merger Enforcement

by McDermott Will & Emery on

On September 14, 2017, Senator Amy Klobuchar (D-MN), introduced new legislation to curtail market concentration and enhance antitrust scrutiny of mergers and acquisitions. As the Ranking Member of the Senate Judiciary...more

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

President Trump Blocks Acquisition of US Chipmaker by Chinese- Backed Private Equity Fund Amid CFIUS Concerns

by King & Spalding on

Order sends strong signal that Washington will continue to oppose deals with Chinese acquirers involving technologies with potential military applications. On September 13, 2017, President Trump issued an Executive Order...more

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

by McCarter & English, LLP on

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

China Imposes Further Guidelines on Chinese Outbound Investments

by Morrison & Foerster LLP on

In response to the rapid decline in China’s foreign exchange reserves in 2016, the People’s Bank of China (“PBOC”), along with the National Development and Reform Commission (“NDRC”) and the Ministry of Commerce (“MOFCOM”)...more

Forging ahead with “entire fairness,” or playing it safer (procedurally speaking)

by Ropes & Gray LLP on

Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however,...more

European merger rules do not apply to non full-function joint ventures, ECJ clarifies

by Allen & Overy LLP on

On 7 September, the Court of Justice (ECJ) issued a preliminary ruling on the interpretation of the concept of concentration set out in Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings...more

President Prohibits Chinese Investment in U.S. Semiconductor Company Following Recommendation from CFIUS

by Bryan Cave on

On September 13, 2017, President Trump issued an Executive Order citing unresolved national security concerns in prohibiting the $1.3 billion acquisition of a publicly traded semiconductor manufacturer by a group of investors...more

Competition News

by Dentons on

A look back on a decision imposing a fine on Facebook for having provided the European Commission with inaccurate information on its acquisition of WhatsApp - On May 18, 2017, the European Commission imposed a €110 million...more

PMI – An Insider’s Guide – Part 3: What to do When You’re Asked to Assist in a Potential Acquisition – Post-Integration Run Phase...

by Patrick Law Group, LLC on

It’s been months since your company was all over the news with a splashy acquisition and the fanfare has died down a bit. There are rumors, quietly at first, but then persistently louder, that things aren’t going so well...more

Only 'full-function' joint ventures subject to EU merger control: C-248/16 Austria Asphalt v Bundeskartellanwalt

by DLA Piper on

On 7 September 2017 the EU Court of Justice ruled that the creation of a joint venture is subject to merger control only where the target company is 'full-function' - i.e. an autonomous economic entity. The Court clarified...more

Blog: Non-Competes for California Employees in M&A Deals: Don’t Fudge It

by Cooley LLP on

Post-employment non-compete covenants are generally invalid in California, with certain limited but important exceptions like when a business or associated goodwill is sold and the buyer – as part of the deal – wants to...more

In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller...

by Perkins Coie on

In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more

ECJ judgment in Austria Asphalt smooths over a crack in EU merger control

by Dentons on

The creation of a joint venture from a company which was previously solely controlled by one parent is only subject to EU merger control where it is a "full function" joint venture. So ruled the European Court of Justice...more

Court Of Chancery Addresses The Need For Legally-Distinct Co-Conspirators Under A Conspiracy Theory Of Jurisdiction

by Morris James LLP on

The general rule is that personal jurisdiction based on a conspiracy theory cannot rely on allegations of an individual officer conspiring with his corporate employer. There is a possible exception, however, when the officer...more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

PMI – An Insider’s Guide – Part 2: What to do When You’re Asked to Assist in a Potential Acquisition – Between Signed and Closed...

by Patrick Law Group, LLC on

Your day starts with headlines screaming across the Internet – your company has acquired a particular entity (“Target”). The office is buzzing with the news and potential impacts – what does this mean for my role now and in...more

Fresenius Kabi completes acquisition of Merck KGaA’s biosimilars business

by Goodwin on

Last week Fresenius Kabi announced that it has successfully closed its acquisition of Merck KGaA’s biosimilars business, which comprises Merck’s entire biosimilars development pipeline. According to Fresenius, the product...more

EU Court Decides EU Merger Control Can Only Catch Joint Control Transactions If the Resulting Entity Is ‘Full-Function’

by Shearman & Sterling LLP on

On September 7, 2017, the European Court of Justice (ECJ) decided that, where joint control is acquired over a new or existing undertaking (or parts of an undertaking), that transaction can only fall within the scope of the...more

European M&A Market Insights, Summer 2017

by Morrison & Foerster LLP on

Germany Strengthens Foreign Investment Control: New Rules to Thoroughly Screen Investments in Enlarged Number of Key Industries - Germany ends its longtime liberal approach to foreign investments by increasing its...more

FLSA Successor Liability - More Than You Bargained For

A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more

New German Foreign Investment Rules Threaten Deal Timetables

by Latham & Watkins LLP on

The German government has tightened the rules for its review proceedings for M&A involving non-EU investors, with changes to its German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) that significantly...more

THE LATEST: European Court of Justice Clarifies Application of European Union Merger Control Rules to Joint Ventures

by McDermott Will & Emery on

On 7 September 2017, the European Court of Justice issued a decision (Decision) on the interpretation of the European Union Merger Regulation (EUMR). The Decision clarifies the conditions under which the EUMR applies to the...more

Delaware Court Of Chancery Dismisses Post-Closing Stockholder Suit Asserting Fiduciary Duty Breach Claims And Also Seeking...

by Shearman & Sterling LLP on

On August 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed a putative stockholder class action against the directors of Kreisler Manufacturing Corporation (“Kreisler”), rejecting...more

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