Acquisitions

News & Analysis as of

Mary Mcnulty Quoted On Court Of Federal Claims Decision In Interest Netting Case

Mary McNulty was quoted in a Tax Notes Today article (subscription required) on the Court of Federal Claims decision in Wells Fargo. In Wells Fargo, the Court of Federal Claims found that a taxpayer may net underpayment...more

CFIUS Process and Due Process: Presidential orders blocking transactions on national security grounds – the process, and the...

The President of the United States, acting upon the recommendation of the Committee on Foreign Investment in the United States (“CFIUS”) has the power to block or unwind any transaction – i.e., merger, acquisition, takeover...more

Ralls v. CFIUS

A U.S. Appellate Court has ruled for the first time that the U.S. government must provide access to at least some of the evidence relied upon by the President and the Committee on Foreign Investment in the United States...more

Commission Publishes White Paper on Minority Shareholdings

Under the current Council Regulation (EC) No 139/2004 (the Merger Regulation), the Commission is only able to review transactions that lead to a change of control. The Commission also has the power to review existing minority...more

Mergers and Acquisitions Under the FCPA, Part I

Today, I begin a three-part series on mergers and acquisitions under the Foreign Corrupt Practices Act. Today I will review the pre-acquisition phase, focusing the information and issues you should review, tomorrow in Part...more

So Your Employer Is Being Acquired? Consideration for the management team in a sale to a private equity buyer

Being acquired by a private equity firm is both a stressful and exciting time for the management team of any business. In addition to your traditional duties of actually running a successful company, you will also be called...more

Regulators Target Insurance Company Acquisitions by Private Equity Funds

Private equity firms and hedge funds have stepped up efforts to acquire insurance companies in recent years. This has prompted regulators to increasingly air their own unease with the risks they perceive associated with such...more

The Meridian Sunrise Village Opinion Redux

In my last post I discussed the Meridian Sunrise Village v. NB Distressed Debt Investment Fund Ltd. opinion handed down by the United States District Court for the Western District of Washington in March of this year. The...more

Doing Business in Canada: E-Commerce

E-COMMERCE - Canada has a vibrant Internet community. Because of the great expansion of the Internet in Canadian homes and businesses, Canada and its provinces have, in recent years, regulated Internet activity and...more

M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding...more

"First-Half Activity Energizes US Capital Markets in 2014"

The U.S. equity and debt markets experienced a strong first half of the year. In the first quarter, the U.S. IPO market was the busiest since 2000, more than doubling the number of IPOs from the same period last year. ...more

Hospital and Health System M&A Series: The Expanding Range of Strategic Alternatives Available in Hospital System Mergers and...

The business of governing acute care health systems has become increasingly complex in recent years as board governance and industry structure have worked to keep up with the pace of reform and consolidation. The sector has...more

Loose Lips Sink Ships and Careless E-mails Torpedo a Transaction

Federal antitrust laws prohibit hospital systems, like other businesses, from using a dominant market position to exclude competitors and restrain trade. Recently, e-mail communications exchanged between a...more

Is Your Company Prepared For The Potential Impacts Of The Stop Corporate Inversions Act of 2014

As Congress Seeks Additional Funding, Inversion Proposal Emerges - Throughout the past several weeks, Pfizer’s attempt to acquire AstraZeneca has garnered significant congressional and media attention. Pfizer, a U.S....more

Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions

If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of...more

M&A Brokers: Don’t Forget State Laws

On January 31, 2014, the Staff of the Securities and Exchange Commission (the “SEC”) granted no-action relief permitting certain business brokers to facilitate the sale of privately-held companies and receive...more

What are the 3 most common mistakes made when acquiring a Chinese company?

chinesI am looking to buy a Chinese company. There is so much advice out there; so many checklists and warnings highlight the particular sensitivity of due diligence in China. What are the key areas that I should really...more

Health Systems Continue To Acquire Insurers

The wall between health care providers and health insurers continues to erode, as Ascension Health’s CEO acknowledges Ascension is in talks to acquire WellCare Health Plans. Ascension is the nation’s largest nonprofit health...more

Recent Developments Relating to Hostile Deals in the US

In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more

Oral Arguments Held in First-Ever Challenge to CFIUS National Security Review of Foreign Investments in the United States

On May 5, the US Court of Appeals for the District of Columbia (DC Circuit) heard oral arguments in Ralls Corp. v. CFIUS et al. The case is the first ever challenge to the review process conducted by the Committee on Foreign...more

Some Interesting Numbers Regarding Merger Review: The Hart-Scott-Rodino Annual Report for Fiscal Year 2013

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) requires that proposed acquisitions of voting securities, assets or non-corporate interests meeting certain criteria be reported to the Federal Trade...more

Intent to Lose? Be Wary of Pitfalls Involving Intent-to-Use Trademark Applications.

Merger and Acquisitions often involve the acquisition and/or assignment of trademarks. Companies acquiring trademarks must beware of potential problems lurking with intent-to-use (ITU) trademark applications (or applications...more

Are Distressed Loan Fund Investors “Financial Institutions” And Why Does It Matter?

Once again, those of us in the commercial finance world are reminded of the age-old adage caveat emptor. This time the warning is directed at hedge funds and other investors with a penchant for purchasing distressed debt from...more

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

Latham & Watkins partner David Allinson explains the M&A term Take Private, a term for the process by which a third party buyer obtains ownership of 100 percent of a previously public company. For additional definitions of...more

Privacy Tuesday – May 20, 2014 – Lessons Learned from Facebook

Promises to Keep: Lessons Learned from Facebook’s Recent Acquisitions of WhatsApp and Moves - Mergers are never simple, but the acquisition of consumer products and technology requires the purchasing entity to consider...more

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