Acquisition Agreements

News & Analysis as of

Manatt Digital Media - May 2016

In this newsletter, we hear from Jacob Carlson on the latest M&A happenings in the world of Media and Entertainment, with particular attention to hot-button issues such as VR/AR, live streaming, and eSports. Viewed...more

Shakespeare Week – Part IV: Othello and Clash of Compliance Cultures

Which play in Shakespeare’s cannon presents the biggest clash of cultures, which leads to the most catastrophic result? I would have to opine Othello, one of the great tragedies in all of Shakespeare. Othello, a Moor and...more

Senior Housing Transactions in 2015: Deals Up, Dollars Down

Last year, there were 354 publicly announced acquisitions which represented an increase of seventeen percent (17%) from 2014. Although the overall number of acquisitions increased, the number of acquisitions breaking the $500...more

Rush to conflict: Hurried transaction fails after British Columbia court finds conflicts of interest

Conflicts of interest in corporate transactions can present thorny issues for directors, management and their advisors. A British Columbia company recently found itself in a prickly situation when a proposed deal was...more

Protection for statements made outside the four corners of an agreement

A lot gets said by a lot of different people when selling a business. This is largely unavoidable in a full, negotiated sales process, as owners, management, investment bankers, employees, accountants, lawyers and others all...more

Disclaimers of Reliance: Use a Covenant, Not a Representation

In M&A acquisition agreements, a target company often will negotiate for a disclaimer from the acquirer that all of the target company’s representations and warranties regarding its business are contained in the four corners...more

Financial Statements Triggered by Acquisitions – When Do You Need Them? - A Practical Guide for US Public Companies, Part II

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I of this publication covered when an acquisition is considered significant and what target and pro forma financial...more

New Changes to Korean M&A Laws

Thanks to our friends at Yulchon LLC in Seoul, we’ve learned about some changes to the M&A laws in Korea, which will take effect this month (February, 2016). They include the following developments...more

The Ropes Recap: Mergers & Acquisitions Law News - Fourth Quarter 2015

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that...more

New Ruling of the Czech Supreme Administrative Court: Twilight of Acquisition Structures?

A recent Czech Supreme Administrative Court decision invoked the doctrine of abuse of law disallowing the tax deductibility of interest on a shareholder loan in an acquisition transaction. Since similar acquisition structures...more

Prairie Capital III, L.P v. Double E Holding Corp., C.A. No. 10127-VCL (Del. Ch. Nov. 24, 2015) (Laster, V.C.)

In this decision, the Delaware Court of Chancery granted in part and denied in part a motion to dismiss claims for fraud, aiding and abetting fraud, and conspiracy to commit fraud arising out of the acquisition of a private...more

The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from...more

Break Fees in Private M&A

The speed of economic change in the energy sector has created legitimate concerns about volatility in the marketplace. This has caused both vendors and purchasers to be more cautious in deal making. One way to help the...more

Preservation of Option to Pursue Claim Not Threatened Action

Buyers and sellers and their counsel allocate risk in stock purchase or merger agreements. A buyer, for example, may not be willing to close if there is threatened regulatory action affecting an asset or liability it is...more

The Ropes Recap: Mergers & Acquisitions Law News - Third Quarter 2015

Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction In a recent post-trial opinion, Vice Chancellor Laster of the...more

Supreme Court of Canada Grants Leave to Appeal in Fairmont Hotels Inc.

The Supreme Court of Canada recently granted leave to appeal from the Ontario Court of Appeal decision in Fairmont Hotels Inc v Canada (Attorney General), 2015 ONCA 441. This follows the granting of leave in the Jean Coutu...more

Corruption and the Closing Table: How Much Diligence is Due?

It is 2016 (almost). We all have heard about corruption – outrageous tales of money changing hands to enable access to new markets in under-regulated parts of the world, or payments for access to foreign ports, expediting the...more

Supreme Court of Canada to Hear Tax Rectification Case

On November 19, 2015, the Supreme Court of Canada granted leave to appeal in Canada (A.G.) v. Groupe Jean Coutu (PJC) inc., 2015 QCCA 838, which addresses the question of when rectification will be granted in the tax context....more

FTC Challenges Proposed Hospital Transaction in West Virginia: Assurance of Voluntary Compliance with State’s Attorney General Is...

On November 5, 2015, the Federal Trade Commission (“FTC”) issued an administrative complaint challenging the proposed acquisition of St. Mary’s Medical Center (“St. Mary’s”) by Cabell Huntington Hospital (“Cabell”). The...more

Healthcare & Life Sciences Private Equity Deal Tracker: Pamplona Capital Management Acquires MedAssets for $2.7B

Pamplona, based in London and New York, is a PE firm established in 2005. Pamplona manages over $10 billion in assets across a number of funds for a variety of clients. Pamplona is currently managing its fourth private equity...more

What's Market? Update: Maryland REIT

For many years, it was assumed and accepted that Delaware corporate law was more advantageous to corporations than the corporate law of other states. While Delaware case law regarding corporations is still more developed...more

SABMiller Accepts $104 billion Offer from AB InBev

SABMiller has accepted a takeover proposal from Anheuser-Busch InBev, the world’s largest brewer, in a deal that would include cash and stock worth 68 billion pounds ($104.4 billion). The new conglomerate would brew more than...more

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

Three Recent Delaware Decisions Highlight the Importance of Director Independence and Risks for M&A Financial Advisors

On September 28 and October 1, 2015, the Delaware Court of Chancery issued decisions in Caspian Select Credit Master Fund Limited v. Gohl, C.A. No. 10244-VCN and In re Zale Corporation Stockholders Litigation, C.A. No....more

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

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