Inside M&A - January/February 2011

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In This Issue:

Can a Poison Pill Provide Long-Lasting Relief?; The Top Five (Avoidable) Antitrust Traps in M&A Transactions; and EU State Aid Issues in M&A Due Diligence: Where Subsidies Turn Into Liabilities.

Can a Poison Pill Provide Long-Lasting Relief? by Robert A. Schreck, Jr.

The Delaware Court of Chancery recently ruled in favor of Airgas and the continued enforceability of its Rights Agreement or “Poison Pill.” Air Products and Chemicals Inc. sued to have the Rights Agreement set aside, so that its cash tender offer for all of the outstanding shares of Airgas could continue. The ruling supports the right of a board of directors to “Just Say No” to an unwanted takeover attempt and affirms the use of a Rights Agreement as an effective defensive tactic to prevent a hostile bidder from making an end run around the board.....

The Top Five (Avoidable) Antitrust Traps in M&A Transactions by Jon B. Dubrow, Joseph F. Winterscheid and Carla A. R. Hine

In M&A transactions, the parties are often focused on negotiating the transfer of assets or equity, and may treat antitrust as a mere procedural milestone. Parties may neglect potential antitrust concerns until after the agreement is negotiated. By that point, however, important negotiating and strategic planning opportunities may have been lost, and substantive antitrust defense of a deal may be compromised by imprudent document creation or other missteps along the way. Neglecting antitrust considerations until late in the transaction planning process may lead to unnecessary expense and delay. Five avoidable antitrust pitfalls to keep in mind when planning a transaction are discussed below.....

EU State Aid Issues in M&A Due Diligence: Where Subsidies Turn Into Liabilities by Martina Maier and Philipp Werner

State aid law is a concept that is unique to the European Union. State aid took center stage during the recent financial crisis, since EU Member States effectively needed approval from the EU before granting rescue packages or other loans designed to assist ailing banks and companies.....

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