Acquisitions

News & Analysis as of

Soaring Chinese investment in the UK - but when will the North get its share?

Chinese companies are growing in the UK at an unprecedented rate, adding a significant contribution to the UK economy through growth and employment. Research by the China Daily into UK businesses with Chinese parent...more

China’s New Proposed Foreign Investment Law — What to Expect

On January 19, 2015, the Ministry of Commerce of China (“MOFCOM”) released a draft PRC Foreign Investment Law (the “FIL”) for public comment. Once adopted, the FIL would abolish the Law on Sino-Foreign Equity Joint Ventures...more

"New IRS Tax Accounting Rule to Benefit M&A"

The IRS recently adopted a taxpayer-favorable new tax rule that alleviates one of the more significant tax risks that often complicates M&A. Historically, if a target company had been reporting something incorrectly on its...more

Anatomy of a Provider-Merger Antitrust Challenge (Part 5)

This is the fifth in a six-part series discussing the Federal Trade Commission's challenges to provider mergers. Following the initial Introduction and Background (Part 1), the series discusses The Need for Early Legal Advice...more

Anti-bribery compliance in the UK - check for 'red flags' on any acquisition

When one company acquires another, it has long been common practice for the purchaser to carry out commercial due diligence upon the target company. However, anti-bribery and corruption (ABC) due diligence is often overlooked...more

U.S. Renewable Energy Financing And Regulatory Outlook 2015

Orrick and Clean Energy Pipeline have launched a series of reports dedicated to exploring investment opportunities and challenges in the global renewable energy sector. In the first issue, we analyzed the investment...more

Anatomy of a Provider-Merger Antitrust Challenge (Part 4)

This is the fourth in a six-part series discussing the Federal Trade Commission's challenges to provider mergers. Following the initial Introduction and Background (Part 1), the series discusses The Need for Early Legal...more

Germany's safe harbors to its net operating loss carryover limitation rules – or: let's make a law

Historically – meaning until the end of 2007 – the German corporate tax law provided for limitation rules on the use of tax-wise net operating loss carryovers of a corporation, where the "loss corporation," after a change in...more

Ellis v. OTLP GP, LLC, C.A. No. 10495-VCN (Del. Ch. Jan. 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more

Practical Steps for Building a Strong Life Science Patent Portfolio Worth Billions of Dollars

In the last four years, several companies with antiviral drug programs, including Alios BioPharma, Idenix, Inhibitex, InterMune and Pharmasset, have been acquired by large pharmaceutical companies (‘‘big pharma’’). One of the...more

Effective cybersecurity: 8 questions for you and your team

Cybersecurity has become a top-tier risk for US and multinational organizations. It is only a matter of time before a determined hacker will penetrate your organization’s system and successfully exfiltrate some data. (Indeed,...more

Heraeus Medical Components to Acquire NeoMetrics

In a press release issued March 18, 2015, Heraeus Medical Components, a global business unit of Heraeus Holding GmbH, announced that it will acquire NeoMetrics, Inc. According to the press release, Heraeus Medical Components...more

'Protectionism' In M&A: A Mixed Picture

When a national ‘champion’ is at stake, lively political and media debate often follows, sometimes even where the sector involved is not particularly ‘sensitive’. This is unsurprising in markets facing slow economic growth...more

China poised to acquire distressed assets

As distress in the mining industry deepens, better quality assets are being pushed onto the market. Unlike many other assets on the divestment chopping block over the past 24 months, these assets are priced to sell. And...more

CFIUS Releases Annual Report to Congress

The Committee on Foreign Investment in the United States (CFIUS) was established decades ago to identify and recommend responses to threats to US national security posed by acquisitions by non-US entities of controlling...more

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

PRC Foreign Investment Draft Law: What You Should Know

On January 19, 2015, China’s foreign investment regulatory authority Ministry of Commerce (“MOFCOM”) released a draft of new Foreign Investment Law (“Draft Law”) (See blog article Comparison Chart re JV Law and Foreign...more

Vendor Due Diligence Reports: Reducing Transaction Costs Through Seller-Controlled Diligence

Due diligence for a prospective merger or acquisition typically involves the buyer’s review of documents provided by the seller and interviews with the target company’s management. ...more

FTC and DOJ Host Workshop Examining Health Care Competition - Updated 2015

The Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) held a public workshop on February 24–25, 2015, to examine recent trends and developments in health care provider...more

Security Interests in Intellectual Property

As collateral for a loan, lenders are accustomed to obtaining a security interest in the property of the borrower. Such property usually includes tangible assets of the borrower such as real estate, machinery and other...more

M&A Deals Continue To Be Challenged In Shareholder Litigation

The percentage of M&A deals challenged by shareholder suits remained largely constant last year while the number of suits filed against each deal declined slightly, according to a recent report by Cornerstone Research (here)....more

BIG DEAL MONDAY – Health Care REIT Announces Ambitious Investment Goal for Q1 2015

While 2015 has gotten off to something of a slow start in the number of deals closing, Health Care REIT has big plans for the early part of the year. Following its report of a record year of earnings to industry...more

Real Estate Acquisitions in Japan

Interest in acquiring Japanese real estate, such as hotels, office buildings and retail complexes, is increasing due to Abenomics and the depreciation of the yen against major currencies. Japan expects to have a robust estate...more

Goodyear Settles SEC FCPA Charges

Goodyear Tire and Rubber Company settled FCPA books and records and internal control charges with the SEC. The settlement reflects the extensive cooperation and remedial efforts of the company. In the Matter of Goodyear Tire...more

Hart-Scott-Rodino Antitrust Improvements Act: New Thresholds for 2015

The new thresholds under Section 7A of the Clayton Act, the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, recently went into effect. The Clayton Act requires that the Federal Trade Commission (FTC) revise the thresholds...more

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