Acquisitions

News & Analysis as of

Pennsylvania’s New Law for Valuing Acquired Municipal/Authority Water and Wastewater Systems

On Thursday, April 14, 2016, Pennsylvania Governor Tom Wolf signed Act 12 of 2016 (Act 12) into law. Among other things, Act 12 revises Chapter 13 of the Pennsylvania Public Utility Code (the Code) to provide a framework for...more

May Antitrust Bulletin

FTC, DOJ Issue Statement on Preserving Competition in the Defense Industry - On April 12, 2016, the Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) Antitrust Division issued a joint statement...more

Healthcare & Life Sciences Private Equity Deal Tracker: Warburg Pincus Acquires DocuTAP

DocuTAP has announced that it has been acquired by Warburg Pincus. DocuTAP, based in Sioux Falls, S.D., is a provider of urgent care technology, including software for electronic medical records, practice management and...more

SEC Settles Insider Trading Action With Corporate Executive

Insider trading has long been a staple of SEC enforcement. The agency has brought a number of actions against corporate executives who have abused their position by using inside information entrusted to them for personal gain...more

Failure to Disclose Best Pricing: Pharmaceutical Companies Settle FCA Claims for $784 Million

The Department of Justice announced late last month that pharmaceutical manufacturers Wyeth and Pfizer would pay $784 million to resolve a False Claims Act investigation and qui tam lawsuit arising from Wyeth’s failure to...more

Abbott to Acquire St. Jude Medical for $25 Billion

A burst of potential acquisitions and consolidations occurred on April 28th in the medical device world, the largest being Abbott Laboratories‘ deal to acquire St. Jude Medical Inc. The deal is for $25 billion dollars and...more

Only the Lonely: “Lonely” Life Insurance Companies Confront New Issues Under Proposed Debt-Equity Regulations

The rules of IRC § 1504 and Treas. Reg. § 1.1502-47 provide the general parameters for determining whether a domestic life insurance company (within the meaning of IRC § 816(a)) may join in filing a consolidated U.S. federal...more

"Insights Conversations: Debunking CFIUS Myths"

The Committee on Foreign Investment in the United States (CFIUS) is a critical component of cross-border deals involving U.S. targets. The head of Skadden's CFIUS practice, Ivan Schlager, and Palo Alto corporate partner Ken...more

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...more

"The Resurgence of SPACs in a Quiet IPO Market"

More than 20 years old, special purpose acquisition companies (SPACs) — publicly listed companies established with the goal of acquiring unspecified targets — have recently experienced a surge in popularity. Ten SPACs for...more

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

Volume 4 – Key Issues in Government Contracts Due Diligence - This posting is the fourth in our ten-part series on unique issues that arise in connection with mergers and acquisitions involving government contractors and...more

Treasury Issues Stringent Inversion Regulations, Proposes Far-Reaching Related-Party Debt Rules

New regulations expand prior guidance reducing tax benefits of inversions. Proposed debt-equity rules will impact even routine intercompany transactions. On April 4, 2016, the US Department of the Treasury (Treasury) and...more

Getting the Deal Done - China, Semiconductors, and CFIUS

Investing in U.S. semiconductor sector companies has become an increasingly challenging task for Chinese investors as the interagency Committee on Foreign Investment in the United States—better known as CFIUS—has increased...more

San Francisco Gross Receipts Tax – Frequently Asked Questions from the Real Estate Industry

The extended due date to file 2015 San Francisco Gross Receipt Tax (“GRT”) returns is April 29, 2016. In anticipation of preparing these returns, below are frequently asked questions (“FAQ”) posed by commercial real estate...more

Delaware Chancery Court Dismisses Challenge to Merger of MLPs - Reaffirms Ability of Limited Partnerships to Modify Fiduciary...

In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP (“Regency”) by Energy Transfer Partners L.P. (“ETP”), holding that Regency’s...more

Healthcare & Life Sciences Private Equity Deal Tracker: Advent to Acquire Majority Stake in ATI Physical Therapy From KRG

Advent International has announced it will acquire a majority ownership interest in ATI Physical Therapy (ATI) from KRG Capital Partners. ATI, headquartered in Bolingbrook, Ill., is a privately held healthcare company...more

Expanded Earnings Stripping Proposed Rules Will Impact Typical Debt Push Downs

In a surprising move amidst its continuing crack down on corporate inversions, the U.S. Treasury just proposed new regulations reflecting a broadly expanded approach to the practice of earnings stripping. Because an inversion...more

Important Developments in Canadian Merger Control and IP Matters

KEY TAKEAWAYS - The Competition Bureau (Bureau) has obtained a significant remedy in a merger between non-Canadian companies that was not notifiable in Canada. Parties to non-Canadian transactions must keep in mind that...more

Abbott Acquires Kalila Medical and Expands Abalation Catheter Offerings

On February 2nd, 2016, Abbott announced its acquisition of Kalila Medical, Inc., a private medical device company using cardiac electrophysiology procedures for the treatment of heart rhythm disorders... ...more

Contract Assignment in M&A Transactions

Given the pace of M&A transactions and the abundance of issues to be negotiated, there is a danger that transferability of third-party contracts (i.e., the need for consent and obtaining the same) can be lost in the shuffle....more

Global Private Equity Newsletter - Spring 2016 Edition: Russian Competition Law Update: Impact on M&A and Joint Ventures in Russia

A new version of the Russian Competition Law amended by the so-called ‘fourth antimonopoly package’ (the “275 Law”) came into effect on January 5, 2016 (except for certain minor provisions with an earlier effective date). The...more

The HSR Act and You: Failing to Report Executives' Stock Purchases and Option Exercises is No Joke

THE RULE TO REMEMBER… Whenever an individual exercises stock options, receives restricted stock awards, or even makes an open market purchase, there may be an attendant requirement to file an individual Hart-Scott-Rodino...more

Pause in Feds v. W.Va. Hospital Merger Battle

On March 24 the Federal Trade Commission issued an order temporarily putting on hold its hearing on the Cabell Huntington Hospital’s proposed acquisition of St. Mary’s Medical Center and Pallottine Health Services....more

Global Private Equity Newsletter - Spring 2016 Edition: Acquisitions by Non-EU Buyers of German Targets May Require Special...

Regulatory filing and pre clearance requirements under merger control laws are well understood and, except where the merger parties have significant business overlap, rarely impede closing. However, another German regulatory...more

Court Of Chancery Upholds Limits Of Disclosure Obligation

Dieckman v. Regency GP LP, C.A. 11130-CB (March 29, 2016) - This is an interesting decision in the master limited partnership context because it shows how far a limited liability agreement may go to limit member rights...more

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