News & Analysis as of

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Egypt

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The Egyptian Labour Law No. 12 of 2003 (Labour Law) governs all employment issues. In addition however, several Ministerial Decrees also...more

New Defense Department Guidance on Mergers and Acquisitions

On September 30, the U.S. Department of Defense (DoD or the Department) issued new guidance that reaffirmed its earlier view that it would not look favorably on mergers of “top tier defense firms.” The Department declared...more

FTC Continues Aggressive Enforcement of HSR Act, Levies $656,000 Fine Against Investor

Investor Len Blavatnik has agreed to pay $656,000 to resolve allegations that he violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) by failing to obtain clearance prior to acquiring voting...more

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015) (Strine, C.J.)

In this opinion affirming the Court of Chancery’s dismissal of a stockholder challenge to a merger, the Delaware Supreme Court held that the approval of the merger by a fully informed, disinterested stockholder majority...more

Financial Regulatory Developments Focus - October 2015

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

CLIENT ALERT: Delaware Supreme Court Finds That Fully Informed Stockholder Vote Approving Merger Invoked Business Judgment Rule

Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015). In this opinion affirming the Court of Chancery’s dismissal of a purported class action challenging an acquisition transaction, the Delaware...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

"Popularity of Locked-Box Deals in the UK: Price Certainty, Other Benefits for Buyers"

In the U.K. M&A market, the continuing trend in recent years has been an increase in the number of deals being completed on the basis of a locked-box pricing mechanism. In a locked-box transaction, as opposed to the...more

"Federal Trade Commission Loses Challenge to Steris-Synergy Deal"

On September 24, 2015, the U.S. District Court for the Northern District of Ohio denied the Federal Trade Commission’s (FTC) bid to enjoin Steris Corporation (Steris) from acquiring its alleged potential competitor, Synergy...more

TransEnterix Acquires ALF-X for $99.8 Million

Research Triangle Park, North Carolina-based TransEnterix, Inc. announced today that it has acquired the surgical robotics division of SOFAR S.p.A., an Italian health care company. According to the announcement, the deal is a...more

Cantel Acquires Medical Innovations for $79.5 Million

Cantel Medical Corp. has acquired medical device business Medical Innovations Group Holdings Ltd. for $79.5 million, according to press releases. According to its website, Cantel Medical is a global company dedicated to...more

Heads Up on Startups: What Acquirers Need to Know Prior to the Purchase

Acquiring a startup often provides the acquirer with access to new markets, products, solutions and services, as well as innovative ideas and a pipeline of future products. While the idea of acquiring the “next big thing” is...more

Doing Business in Canada

This Guide provides non-Canadians with an introduction to the laws and regulations that affect the conduct of business in Canada and, in particular, in the province of Ontario. In some cases, this Guide also identifies issues...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

Successful Strategies for Doing Business in Asia: Vietnam (Updated)

WHAT ROLE WILL THE GOVERNMENT OF VIETNAM PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The Ministry of Planning and Investment (MPI) is the central administrative body that oversees all investment...more

HeartWare International To Acquire Valtech Cardio

HeartWare International recently announced that it has entered into a definitive agreement to acquire Valtech Cardio, Ltd. Yehuda, Israe-based Valtech Cardio currently provides a transcatheter mitral valve repair product for...more

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

Greatbatch, Inc. Completes $1.73 Billion Acquisition

Greatbatch, Inc. recently announced that it has acquired Lake Region Medical (previously known as Accellent Inc.) pursuant to a deal valued at about $1.73 billion.  Reuters reports that Greatbatch will pay $478 million in...more

Successful Strategies for Doing Business in Asia: Thailand (Updated)

WHAT ROLE WILL THE GOVERNMENT OF THAILAND PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The Thai government regulates foreign direct investment by requiring foreign investors to obtain approval from the...more

Edwards Completes Acquisition of CardiAQ

According to PRNewswire, Edwards Lifesciences Corporation recently completed its acquisition of CardiAQ Valve Technologies, Inc, a developer of transcatheter mitral valve replacement systems, which follows from Edwards’...more

Medtronic to Acquire Transcatheter Mitral Valve Startup

Medtronic recently agreed to pay up to $458 million for California-based Twelve, Inc., a privately-held developer of transcatheter mitral valve replacement devices. The terms of the deal include $408 million at closing and...more

Looking Back on 2014: The 7 Most Important eDiscovery Cases in Delaware - Part 3

Herbert Chen and Derek Sheeler v. Robert Howard-Anderson, Steven Krausz, Robert Abbott, Robert Bylin, Thomas Pardun, Brian Strom, Albert Moyer, Jeanne Seeley, and Occam Networks, Inc., C.A. No. 5878–VCL, Oral Argument on...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

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