Acquisition Agreements

News & Analysis as of

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

Cross-Border Transactions and Letters of Intent

Many issues applicable to domestic mergers and acquisition transactions are also relevant in cross-border mergers and acquisitions. If you are a U.S. company buying or selling a company abroad, you will likely have both U.S....more

The Hidden Assassin: How This Contractual Provision Can Derail A Manufacturer’s Acquisition Plans

An”anti-assignment” clause can be the death knell of any deal involving the sale or purchase of a manufacturing company. You might ask: what is an anti-assignment clause?...more

An Antidote for Deal Risk: R&W Insurance

In today’s robust M&A market, buyers and sellers are both looking for ways to make transactions more attractive to sellers by ensuring that they retain most of the net proceeds after the deal closes. To accomplish this, both...more

Five Settle Insider Trading Charges with SEC

The SEC filed a settled insider trading case which names as defendants two attorneys, an accountant and two other individuals. The action is based on information misappropriated from a corporate director by his personal...more

Better Late Than Never: The California Supreme Court Reverses Itself, Holding That Corporate Policyholders May Assign Insurance...

Asset purchase and sale transactions are a preferred structure for many corporate deals. For a variety of reasons, it may be prudent for businesses or product lines to be transferred through these transactions, and an asset...more

Oil Supplier Appeals Conoco’s Right To Buy Stake In Refinery Unit

In a long-standing dispute between Venezuelan state-owned Oil Company Petroleos de Venezuela SA (“Petroleos”) and ConocoPhillips, a New York district court judge upheld ConocoPhillips’ acquisition of a 50% stake in a Texas...more

In re Riverbed: The Beginning of the End for Disclosure-Only Settlements in M&A Cases?

The past decade has seen an incredible rise in M&A litigation. According to Cornerstone, in 2014, a whopping 93% of announced mergers valued over $100 million were subject to litigation, up from 44% in 2007. As Delaware...more

Considering Selling Your Company? Tip #4: Utilize the Pool of Potential Acquirers

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

2015 Guide to Acquiring US Public Companies

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Court Of Appeals Affirms Business Court Award Of $1 Million In Fees To Class Counsel

It seems like forever ago that the then venerable North Carolina institution, Wachovia Bank, failed and was acquired by Wells Fargo. (This was actually seven years ago). But just last week came what might be the final...more

Activist Funds Must Comply with HSR Premerger Reporting Rules

The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

Defending Against The Hostile Bid: Lessons Learned From Allergan

Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more

Federal Judge in Ohio Accepts Future Competition Theory: Parties Should Proceed with Caution in Deals to Acquire Potential...

The court’s decision in FTC v. Steris demonstrates the importance of conducting a thorough antitrust analysis of all aspects of a merger or acquisition from every possible angle, including likely future competition. On...more

SEC Files Settled Insider Trading Case As Administrative Proceeding

One question in the wake of the Second Circuit’s decision in Newman regarding the personal benefit test for illegal tipping has been how the SEC would respond to a decision the U.S. Attorney told the Court would significantly...more

Wholesale Grocery Products Case Raises Questions About How and When to Apply Per Se Rule and Rule of Reason

The Supreme Court recently denied review in In re: Wholesale Grocery Products Antitrust Litigation, an action that came up from the District of Minnesota and the Eighth Circuit. Substantively, the case is a useful reminder...more

Due Diligence in Cross-Border Acquisitions Paving the Road to Enter or Run Away From a Deal in Brazil

With the great majority of foreign jurisdictions already adopting U.S.-style acquisition documents in connection with business acquisitions, U.S. investors experience a larger sense of comfort in negotiating their equity...more

"Managing Related-Party Transactions With Yieldco and MLP Vehicles After El Paso Pipeline"

Sponsors generally form a yieldco or a master limited partnership (MLP) because the structure of these permanent capital vehicles allows for the issuance of equity to investors at a lower cost of capital, providing a...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Tax Provisions in Business Acquisition Agreements [Video]

Presented by Joshua D. Bryant This webinar addresses common tax-related provisions in business acquisition agreements....more

Orthofix secures option to acquire eNeura for $65 million

On March 31, 2015, Orthofix International N.V. announced it entered into an 18-month option agreement to acquire eNeura, Inc. Orthofix’s website states that the focus of the company is on “improving patients’ lives by...more

ASX Releases Consultation Paper On Continuous Disclosure Updates

On 6 March 2015, the ASX published its Consultation Paper in relation to its proposed changes to Guidance Note 8 relating to continuous disclosure. ASX intends to make changes to its guidance relating to analyst and investor...more

OFAC Sanctions Compliance Provisions in Agreements

Due to costly settlements secured by U.S. regulatory agencies, banks, insurers, and corporations are increasingly inserting rigorous OFAC sanctions compliance language into their credit agreements, insurance policies, and...more

Halliburton’s Acquisition of Baker Hughes Likely to Receive Close Antitrust Scrutiny from Department of Justice

On November 17, 2014, Halliburton Company (“Halliburton”) announced plans to acquire Baker Hughes, Inc. (“Baker Hughes”) for $34.6 billion. Halliburton and Baker Hughes are two of the world’s largest oilfield services...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts [Video]

Latham & Watkins partner David Walker explains the M&A term best efforts, a common provision in an acquisition agreement that describes how hard a party needs to work to make good on its commitments. For additional...more

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