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General Business Mergers & Acquisitions

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Report of the JFTC/CPRC Study Group on Data and Competition Policy

by White & Case LLP on

On June 6, 2017, the Japan Fair Trade Commission ("JFTC") and the Competition Policy Research Center ("CPRC"), jointly published their "Report of Study Group on Data and Competition Policy" ("Report"). The Study Group kicked...more

Tennessee Health Services and Facilities Report: August 2017 Newsletter

by Burr & Forman on

The Tennessee Health Services and Development Agency (“HSDA”) is responsible for regulating the health care industry in Tennessee through the Certificate of Need Program. A Certificate of Need (“CON”) is a permit for the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

As expected, Wells Fargo has promoted former Fed governor and current vice chair Elizabeth Duke to succeed Board chair Stephen Sanger. Incredibly, the move makes Duke the first woman to hold the top spot at one of the...more

Managing Decommissioning Risks In Asian M&A Transactions

by King & Spalding on

By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900 fields will cease production (with 45% of such fields being...more

Another Working Capital Claim Fails in Delaware Because of Liability Limitations

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price...more

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

by Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Avoiding the “Gun Jumping” Trap in Mergers and Acquisitions

by Polsinelli on

From the moment a merger agreement is signed, the parties are often eager to begin the process of integrating and consolidating their operations. But doing too much coordination before closing could constitute “gun...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Big news in the streaming world late yesterday, with Disney announcing that was acquiring a 75 percent stake in BamTech and would be pulling all of its content from Netflix in anticipation of launching its own streaming...more

Court Considers Fiduciary Duties in Merger under Minnesota Law

The United States District Court for the District of Minnesota considered the application of the fiduciary duties of directors in the context of a merger under the Minnesota Business Corporation Act. The case, Lusk et al v....more

Forging ahead: US M&A H1 2017: Drive for connectivity fuels manufacturing and industrials M&A

by White & Case LLP on

Convergence between sectors generates deals, while dealmakers adopt a wait-and-see approach in response to Trump's policies - The US manufacturing sector saw US$8 billion spent across 76 deals in H1, representing a 21.2...more

UK to Study Brexit’s Impact on Competition Law

On 23 July 2017, the UK House of Lords’ EU Internal Market Sub-Committee launched an inquiry into the future of the enforcement of the UK’s competition rules once the UK leaves the European Union. Interested parties are...more

BB&K Advises on Partnership and Acquisition Deal for Safe Company - Creates Market Leader in the Field

by Best Best & Krieger LLP on

A team of Best Best & Krieger LLP attorneys represented Cannon Safe, the leading manufacturer of large-scale residential safes and innovator in home defenses systems, in a deal that will expand their services and market...more

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

by Pepper Hamilton LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

Section 338(h)(10) Election – S Corporation Stock Sale Treated as Asset Sale

by Dickinson Wright on

Generally, a buyer in a stock sale does not obtain a step-up (or down) in the basis of the acquired corporation’s assets, unlike in an asset sale. However, if the acquired corporation in a stock sale is an S corporation, an...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

by Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

German Government Expands Authority Over Takeovers by Investors from Outside the EU

by Jones Day on

On July 18, 2017, the German government enacted changes to the Foreign Trade and Payments Ordinance ("AWV") that significantly expand the scope of the law....more

Forging ahead: US M&A H1 2017: Forging ahead: Oil and gas M&A stages cautious comeback

by White & Case LLP on

While oil prices continue to fluctuate, a pro-oil administration and midstream activity mean that M&A is gaining momentum. Oil & gas deal M&A activity is stabilizing somewhat in 2017. Deal value increased by 84.5 percent...more

Forging ahead: US M&A H1 2017: Overview: Consumer consolidation drives top end deals

by White & Case LLP on

Following a host of mega-deals, and with the US$13.5 billion megadeal between technology giant Amazon and high-end grocery chain Whole Foods recently grabbing headlines, the consumer sector delivered its highest half-year...more

Amendments to the Foreign Investments Law: a means to tighten control?

by White & Case LLP on

On 18 July 2017, the Russian President signed Federal Law No. 165-FZ, which contains a package of amendments to Federal Law No. 160-FZ dated 9 July 1999 "On Foreign Investments in the Russian Federation" (the "Foreign...more

Amendment of German Foreign Trade Law – Stricter Regulations for Non-EU Investors?

by Goodwin on

On 12 July 2017, an amendment to the German Foreign Trade Ordinance was resolved, and is expected to come into effect shortly. It is currently being debated in the German and international press whether this can be seen as a...more

Blog: Q2 2017 Quarterly VC Update: Hans Tung on the State of Venture Capital Investing

by Cooley LLP on

In conjunction with our Q2 Venture Financing Report, I sat down with Hans Tung managing partner at GGV Capital, to get his take on the current state of venture capital investing. A few highlights from Hans: On...more

Forging ahead: US M&A H1 2017: Retail firms embrace digitalization

by White & Case LLP on

Competition from online retailers pushes traditional firms to acquire disruptive market entrants. The consumer sector was the winner in terms of deal value in H1 2017, with the retail sub-sector providing a constant flow...more

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Forging ahead: US M&A H1 2017: Private equity adapts in a seller's market - Buyout firms are exploring new ways to deploy dry...

by White & Case LLP on

US private equity (PE) deal activity recorded a strong first half of 2017 against a mixed M&A backdrop. PE equity buyout value reached US$99.1 billion, up 24.5 percent from the previous US$79.6 billion record achieved in the...more

Antitrust M&A Snapshot - July 2017

by McDermott Will & Emery on

McDermott’s Antitrust M&A Snapshot is a resource for in-house counsel and others who deal with antitrust M&A issues but are not faced with these issues on a daily basis. In each quarterly issue, we will provide concise...more

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