Acquisitions

News & Analysis as of

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

Acquisitions of Publicly Traded Corporations: A Cure for the Two Step in Texas

The State of Delaware recently adopted amendments, which will be effective on August 1, 2016, to an oft-used statute that streamlines the acquisition of a public Delaware corporation (the “Target”) structured as a tender...more

Superfast Whitepaper

Is Your Firm Among the 13%? Emulating the Fastest-Growing Firms in the New Legal World - The November 2014 issue of The American Lawyer headlined with an engrossing article by Aric Press entitled “BigLaw’s Reality...more

Tax Court Allows Deduction for Advisory Fees in M&A Transaction

The Tax Court of Canada has recognized in a recent case that “oversight expenses” – notably investment banking and other professional advisory fees for services rendered to boards of directors in their discharge of oversight...more

Clause for Concern? Sandbagging Provisions in Canadian M&A

The use of express sandbagging language in M&A agreements (whether “pro” or “anti”), or the decision to remain silent, is commonly one of the most acrimonious issues faced by M&A practitioners in private acquisitions. The...more

9 Ways Brexit May Affect UK Compliance Regulations

After the UK’s momentous vote to leave the European Union, the country faces two years of exit negotiations and the re-drawing of regulations. So what might Brexit mean for ethics and compliance in the UK?...more

Investment Firm to Pay Record $11 Million Fine for Violation of HSR Act

On July 12, 2016, the Department of Justice (“DOJ”) announced that investment firm ValueAct Capital (“ValueAct”) agreed to pay a record $11 million fine to settle charges that it and its affiliates violated the reporting and...more

DOJ Seeks to Block Two Major Health Insurance Mergers

The United States Department of Justice (DOJ) is suing to block two proposed mergers between major health insurance companies, claiming that the deals violate antitrust laws and would lead to increased health care costs for...more

Antitrust M&A Snapshot - July 2016

United States: January – June Update - The Federal Trade Commission (FTC) and US Department of Justice (DOJ) have been actively challenging mergers and acquisitions in the first half of 2016. In some instances, the...more

Alert: Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct

The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...more

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Israel’s Anti-Concentration Law Presents Unique PE Opportunity

In December 2013, Israel introduced new legislation — the Law for the Promotion of Competition and Reduction of Concentration — designed to break the dominance of large corporations and strengthen competition in the country’s...more

Safe Harbor Acquisition of Control for Spin-Offs

Code Section 355, and related Code provisions, when applicable, will allow a corporation to spin-off or split-off a subsidiary corporation to its shareholders without triggering gain to the corporation or its stockholders....more

Healthcare & Life Sciences Private Equity Deal Tracker: Thoma Bravo to Acquire Healthcare IT Security Company Imprivata for $544...

Thoma Bravo has announced it will acquire Imprivata for approximately $544 million. Thoma Bravo, with offices in Chicago and San Francisco, is a PE firm that invests with a particular focus on application and...more

Your daily dose of financial news - The Brief – 7.18.16

William Ackman’s multi-year effort to expose Herbalife as a Ponzi scheme (and make good on his massive short of its stock) saw something of a moral victory last week, with the FTC imposing big-time sanctions ($200 million in...more

Record Setting Fine for Violation of HSR Reporting Requirements

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

Your daily dose of financial news - The Brief – 7.15.16

The 2d Circuit’s nixed a bid by investment fund SRM Global Master Fud LP to revive its $200 million securities fraud suit against Bear Stearns and Deloitte over alleged lies about Bear’s pre-collapse financial health. The...more

Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals

In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more

EU & Competition Law Update – June 2016

BREXIT – BUSINESS AS USUAL...AT LEAST FOR NOW - What do you need to know? Despite the UK's vote to leave the European Union ("EU"), companies doing business in the UK can still continue to trade with the EU in...more

[Event] Nossaman's 3rd Annual West Coast Ambulatory Surgery Center Seminar - September 27th, Los Angeles, CA

Please join us for Nossaman LLP’s 3rd Annual West Coast Ambulatory Surgery Center Seminar. During this one-day program you will learn important ASC industry information, allowing you to stay ahead of the curve and safely...more

Water Industry Deals and News

The latest edition of the OMM Water Report includes select O’Melveny transactions and other items of interest that occurred during May and June 2016. Please see full report below for more information....more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

Court Of Chancery Explains Difficult Valuation Techniques

This decision deals with the always difficult world of what beta to use in a DCF valuation....more

Brexit: What You Need To Know - Corporate

Our clients have historically engaged in mergers and acquisitions (M&A) activity as a means of creating value for shareholders by ?capitalising on synergies, securing access to new markets and increasing marketshare in those...more

Medtronic Acquires HeartWare for $1.1 Billion

Medtronic PLC has announced it has agreed to acquire HeartWare International Inc. for $1.1 billion in cash. According to the press release, the acquisition will expand Medtronic’s portfolio of diagnostic tools and treatments...more

639 Results
|
View per page
Page: of 26
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×