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General Business Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

Mind the gap – New Size-of-Transaction Test in German merger control

by Hogan Lovells on

New German competition law: Germany takes a pioneering role in adapting its competition law to the digital economy (Part 1) - On 9 June 2017, the 9th amendment of the German Act Against Restraints of Competition (ARC)...more

Amazon & Wal-Mart: Pinky and The Brain of Retail

by Goulston & Storrs PC on

In the opening montage of the American animated series, Pinky and The Brain, Pinky asks his best friend, The Brain: “What do you want to do tonight?” To which The Brain replies: “The same thing we do every night; try to take...more

Revenue Recognition Representations for M&A and Underwriting Agreements

Some have suggested that the FASB’s new revenue recognition standard will result in particularized representations in M&A, underwriting and loan documents. It’s easy to argue it’s not necessary and is covered by the standard...more

Anti-Corruption Diligence in the M&A Context

A successful merger or acquisition requires careful consideration of many components and diligence in a number of specialties. Corruption issues, generally, and the global reach of the Foreign Corrupt Practices Act and the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Here we were watching Amazon for a Slack pick-up, and all the while it had its eyes set on Whole Foods. Jeff Bezos added the upscale grocery giant to Amazon’s expanding portfolio for $13.7 billion on Friday (perhaps kicking...more

Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm

The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows: The plaintiff’s complaint pointed...more

Healthcare & Life Sciences Private Equity Deal Tracker: Cressey Acquires StatLab Medical Products from Prairie Capital

by McGuireWoods LLP on

Cressey & Co. has acquired a majority ownership position in StatLab Medical Products from Prairie Capital, according to a news release. StatLab, based in McKinney, Texas, is a developer and manufacturer of diagnostic...more

First Circuit Rules that Bankruptcy Court “Retention of Jurisdiction” Provisions Not Enough to Establish Jurisdiction

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Because we haven’t spilled enough ink on GE this week, Dealbook’s Common Sense column asks if GE’s decline (at least from a stock performance perspective) wasn’t so much Jeff Immelt’s doing as it was Jack Welch’s....more

Special Considerations in California M&A Deals

by WilmerHale on

In addition to the deal-structuring issues that typically arise in any acquisition, M&A transactions involving a party incorporated or based in California raise a number of special issues and opportunities. Some of these...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

There’s been a hitch in Saudi Aramco’s IPO plans (mind-boggling $2 trillion possible valuation and all): where to list. The frontrunners, by the way, are the London Stock Exchange and the NYSE....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Uber made it official today, announcing that controversial CEO Travis Kalanick will be taking an indefinite leave of absence, though even the announcement and board commentary that followed seemed to highlight the “bad-boy...more

Antitrust, Competition and Economic Regulation Quarterly Newsletter - Summer 2017

by Hogan Lovells on

Read the latest news on antitrust, competition and economic regulation (ACER) in this summer's edition of our quarterly ACER newsletter. Please see full Publication below for more information. ...more

Hogan Lovells China Desk Brochure

by Hogan Lovells on

A bridge between China and Europe, the Middle East and Africa - The Hogan Lovells China Desk seeks to help you benefit from the opportunities arising from the evergrowing economic ties between the EMEA region and China....more

Brussels Regulatory Brief: June

by K&L Gates LLP on

On May 15, 2017, the European Commission (“Commission”) announced it had opened a formal investigation into a global pharmaceutical company for possible abuse of dominant position. The alleged conduct of the company,...more

Projects and Energy Weekly Snippets

by Hogan Lovells on

Weekly projects and energy updates in South Africa - EDF signs 420 MW hydro construction deal with Cameroon - On Tuesday, an agreement was signed between the French power utility Électricité de France (EDF) and the...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Delaware's New Focus on Deal Process and Disclosure: Part I

by Pepper Hamilton LLP on

Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more

Where's the beef? – 5 minutes for the highlights of German Competition Act reform

by Hogan Lovells on

The 9th reform of the German Competition Act is due to take effect on 9 June 2017. It primarily transposes the EU Cartel Damages Directive into German law. On top, it brings a number of other amendments. Here is a summary of...more

May 2017 Protest Roundup

In May, the Government Accountability Office (“GAO”) and the U.S. Court of Federal Claims (“COFC”) published a number of decisions, many of which can be categorized as “back-to-basics” decisions. We address below decisions...more

Separate Shareholder Vote to Approve Insider Transaction Found Coercive Under Corwin

Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House Networks, LLC (“Bright House”) and the merger with Time Warner...more

The Power of Globalization Will Continue to Propel M&A Growth - Pulse | Issue 3 June 2017

by Hogan Lovells on

Nearly a year has passed since the British voted to leave the EU. That big surprise was rapidly followed by another one - the election of Donald Trump as President of the United States. These elections showed us that many...more

Buying a company in business rescue that has assessed tax losses

by Hogan Lovells on

Companies in business rescue often have built-up assessed losses for tax purposes. Competitors wishing to take over the business of the company in business rescue would often view such assessed loss as a valuable asset, in...more

Regulation Round Up - May 2017

by Proskauer Rose LLP on

2 May - The FCA published its Policy Statement on the FCA's disclosure rules following application of PRIIPs Regulation (PS17/6). The Policy Statement sets out how the FCA's disclosure requirements will change to reflect...more

Chancery Appraises Corporation Below Merger Price Due To Synergies

by Fox Rothschild LLP on

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

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