Acquisitions

News & Analysis as of

June 2016: Antitrust Litigation Update

DOJ Antitrust Division Annual Update. On April 8, 2016, the Antitrust Division of the United States Department of Justice issued its 2016 Spring Update. The update highlights recent developments and trends in the Division’s...more

Buyer Beware: South Carolina Unemployment Insurance Taxes

Many businesses are purchased in South Carolina every year. Many of these same businesses, however, have high worker unemployment claims, and are paying high South Carolina Unemployment Insurance taxes to the state to fund...more

Energy Transfer May Terminate Merger Agreement Based on Lack of Tax Opinion

In a litigation involving one of the biggest M&A deals in 2015, the Delaware Court of Chancery ruled that it will not compel Energy Transfer Equity, L.P. to complete its proposed acquisition of The Williams Companies, Inc. It...more

Health Insurer Mergers Draw Regulatory Opposition

In July 2015, Aetna announced its intention to acquire Humana, followed later that month by Anthem's announcement that it was acquiring Cigna. The deals are the largest insurance mergers ever proposed, and if consummated,...more

SEC Issues C&DIs for Securities Act Rule 701

On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701. The new C&DIs address the exemption for offers and sales...more

NuVasive Acquires Biotronic NeuroNetwork for $98 Million

NuVasive, Inc., has announced it has agreed to acquire Biotronic NeuroNetwork for $98 million cash. According to the press release, the acquisition more than doubles NuVasive’s footprint in the neurophysiology business across...more

What Do Edison, Overalls and Opportunity Have in Common?

Thomas Edison famously said that “opportunity is missed by most people because it is dressed in overalls and looks like work.” Consistent with Edison’s musings, companies in an acquisition mode often overlook opportunities...more

"IRS Corrects Effective Date of Recently Issued Built-in Gain Regulations"

The Internal Revenue Service (IRS) and Treasury Department today issued a much-welcomed technical correction to the effective date of the recently issued “built-in gain” regulations regarding real estate investment trust...more

Brexit: What Now?

The United Kingdom has voted to leave the European Union. The vote is not legally binding but Prime Minister David Cameron has already acknowledged that the will of the people must be followed. We consider the key preliminary...more

Zimmer Biomet Buys LDR Holding for $1 Billion

Warsaw, Indiana-based Zimmer Biomet Holdings Inc. recently announced it will purchase LDR Holding Corp. for approximately $1.0 billion. PR Newswire notes that Zimmer Biomet will commence a tender offer to acquire all...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers

Volume VI —Organizational Conflicts of Interest: When the Whole Is Less Than the Sum of Its Parts - An organizational conflict of interest (“OCI”) arises when the performance of one contract undermines a contractor’s...more

Employment Law Issues in Mergers and Acquisitions

Last week, Microsoft announced its purchase of LinkedIn for $26.2 billion. This acquisition is interesting for a number of reasons, and is very likely to affect the future of professional social networking. It also got us...more

Getting Comfortable with Lender Comfort Letters

As the global real estate economy continues its recovery from the severe economic recession nearly a decade ago, hotel and hospitality real estate transactions have been robust as of late. According to the "Hotel investment...more

New York Court of Appeals Rejects More General Application of Common-Interest Privilege in M&A Settings

New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more

Social Links: The ramifications of Microsoft’s LinkedIn purchase; the brands using Snapchat; lawyers’ social media use

Lots of press surrounding Microsoft’s purchase of LinkedIn: Will LinkedIn change as a result? Will the Microsoft purchase inspire a Twitter acquisition? “Spam King” gets 30 months in jail for sending 27 million messages....more

Good News: Microsoft Wants to Connect with LinkedIn

Microsoft is in the process of acquiring the business social network LinkedIn, and it’s a really good thing. Let me tell you why. Microsoft Outlook defines essential business software and, even for power users, dozens of...more

LinkedIn + Microsoft: A win for the social media eco-system

By now, it’s old news that Microsoft purchased LinkedIn for $26.2 billion dollars in cash. Tech sites, Time, and even the Moody ratings agency have been fairly critical of Microsoft massively overspending on this acquisition....more

Blog: CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger

The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a...more

Legal Vendor Due Diligence: Staging a Successful Sale

As anyone who has sold a house knows, the housing market can be an incredibly competitive one. Home sellers take such steps to maximize the value of their properties as home staging, hosting open houses and providing...more

When Not to Rely: Non-Reliance Disclaimers after FdG

Action Item: To be effective in protecting a seller, acquisition agreements must contain a clear statement as to the disclaimer of reliance on extra-contractual representations and warranties and such disclaimer must come...more

SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more

Large Acquisition Price Tag Might Quell Concerns About Mining Volatility

There will only ever be 21 million bitcoins, and the rate at which those 21 million bitcoins are generated will decrease periodically by half until all bitcoins are in circulation. More specifically, a user is rewarded with...more

Lessons From SEC Sanctions Against Blackstreet

On June 1, 2016, the U.S. Securities and Exchange Commission issued an administrative order sanctioning Blackstreet Capital Management LLC and Blackstreet’s managing member and principal owner, Murry N. Gunty, for acting as...more

As Delaware Goes, So Goes Washington?

In a posting yesterday, Professor Stephen Bainbridge poses the question “When an acquirer spots red flags: Should Microsoft’s board beware?” He points out...more

A Guide to Doing Business in Italy

Italy is renowned for its rich art, cuisine, history, fashion, and culture; its beautiful coastline and beaches; its mountains; and priceless ancient monuments. In fact, Italy is a top tourist destination and has more World...more

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