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Mergers & Acquisitions Updates

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

Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

FCPA Risks and Acquisition Integration Challenges

by Michael Volkov on

Chief compliance officers have devoted significant efforts to conducting pre-acquisition due diligence of a proposed target companies. I do not intend to diminish the importance of pre-acquisition due diligence, but I have...more

To Merge or Not To Merge – What’s A Law Firm To Do?

by Hayse LLC on

Merger mania continues in the legal sector. According to Altman Weil’s MergerLine, there have been more than 50 law firm mergers in the US so far this year; 2017 could well be a record year for law firm combinations. The...more

The FTC Continues to Challenge Healthcare Mergers

Confirming that hospital merger enforcement continues to be a priority under the new administration, the Federal Trade Commission (FTC) and the North Dakota Attorney General recently challenged Sanford Health’s proposed...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A government audit report out yesterday accuses the US Dep’t of Housing and Urban Development of selling more than 100k distressed mortgages over a 7 year period to PE firms and hedge funds without following the proper rules...more

Bo Pilgrim and Cultures in Foreign Lands (like Texas)

by Thomas Fox on

There are many reasons the great state of Texas is just that – great. One Texas truism (Texas translation – true or not) is that everything is bigger in Texas. I was reminded of a certain truism in the area of business ethics...more

Conflicting Court Decisions on Privilege Issues Create Risks for Parties in M&A

by Stinson Leonard Street on

A recent court decision exemplifies the challenges that businesses face in attempting to predict the law that will control privilege questions. The court decided that the law of the state where the court is located governs...more

ACCC and CrownBet Roll the Dice - Apply for Judicial Review of Tabcorp/Tatts Merger Authorisation

by K&L Gates LLP on

In Brief: On 10 July 2017, the ACCC applied to the Federal Court for judicial review of the Australian Competition Tribunal (Tribunal)'s determination to grant authorisation to Tabcorp Holdings Limited's proposed...more

Mergers and Acquistions: Effectively Navigating I-9 Compliance Issues

by McNair Law Firm, P.A. on

Corporate mergers and acquisitions are typically complex and expensive transactions. While financial matters typically comprise the core of an acquiring company’s due diligence efforts during a merger or acquisition,...more

Health Update - July 2017

Contracting With Technology Vendors: Obligations and Compliance Strategies - Editor’s Note: In a recent webinar, Manatt Health examined how to protect privacy when communicating in the digital age. The session revealed how...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Fed’s Open Markets Committee meets today, and despite relatively robust economic numbers of late, the lack of oped-for inflation (among other things) is likely to keep the Fed from moving on interest rates again at this...more

QVC/HSN :: A Deal You Probably Weren’t Thinking About

by Kelley Drye & Warren LLP on

On July 6, 2017, QVC announced its intent to acquire the remaining 62 percent of Home Shopping Network it doesn’t already own. More so than DraftKings or Walgreens, this transaction will demonstrate whether Trump’s election...more

Antitrust Alert: Federal Court Rejects Failing Firm Defense in Merger Case

by Jones Day on

A new decision from a federal court in Delaware reinforces the high burden that parties face in insulating an otherwise anticompetitive merger based on the so-called "failing firm" defense. The Justice Department ("DOJ")...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: President Macron’s Election in France: Impact on the French PE...

by Dechert LLP on

President Macron announced his will to conduct meaningful reforms which could have a significant positive impact on the economy and the French M&A market. ...more

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

German Government Amends German Foreign Trade and Payments Ordinance to Widen Control of Foreign Takeovers of Critical German...

by WilmerHale on

On July 12 the German federal government adopted important amendments (the amendments) to the German Foreign Trade and Payments Ordinance (the Ordinance), allowing for wider control of foreign corporate takeovers with a view...more

Germany: Recent Amendments on Review of Foreign Investments - Steps to Take When Making an Investment in Germany

by Dechert LLP on

The German government agreed last week to amend the German Foreign Trade and Payments Ordinance (AWV) to address potential concerns raised by foreign investments in certain sectors of the German economy. The amended AWV...more

Reorganization Of Insolvent Corporations: Has A New Day Dawned? Nope

by Farrell Fritz, P.C. on

Withdrawal of Proposed Regulations- Earlier this year, the President directed the Secretary of the Treasury to review all “significant tax regulations” issued on or after January 1, 2016, and to take steps to alleviate the...more

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement

by McCarter & English, LLP on

Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...more

“No Shop” Clause Radioactive for Merger’s “Failing Firm” Defense

by Mintz Levin on

Last week a Delaware federal district court unsealed its earlier opinion blocking the merger of two radioactive waste disposal companies. The court rejected the parties’ failing firm defense, citing the merger agreement’s “no...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

Basic to any acquisition and its financing are the projections of the target’s future performance. These play a key role in setting the price for the target as well as on the availability of acquisition financing. Projections...more

Immigration Compliance Due Diligence is Essential to M&A Transactions

Okay, you are about to close on the $50,000,000 acquisition agreement that was signed months ago. A New Jersey company is acquiring a New Jersey company. No international offices. Due diligence has commenced and concluded....more

X-Ray the Radiology Practice Before You Buy It

by Bass, Berry & Sims PLC on

The popularity of radiology practice consolidation is increasing, in part, due to the same catalysts that have driven other outsourced physician groups to consolidate – (a) the need to achieve scale and leverage in order to...more

A gas station hold-up: the Competition Bureau completes its review of Couche-Tard and Parkland transactions

by Dentons on

In its latest move in the closely-monitored retail gasoline sector, the Competition Bureau (Bureau) has entered into a pair of consent agreements with Alimentation Couche-Tard (Couche-Tard) and Parkland Fuel Corporation...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

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