Acquisitions Mergers

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Identifying and Mitigating Organizational Conflicts of Interest in Government Contracts Mergers and Acquisitions

An organizational conflict of interest (OCI) arises when the performance of one contract undermines a contractor’s objectivity or creates an unfair competitive advantage with respect to another contract. An agency cannot...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Your Daily Dose of Financial News

China’s expected to announce Q3 economic growth of 6.7 percent this week—a number envied by any other country in the world but the sign of major slowdown there. Dealbook looks at what, exactly, a less-gangbusters Chinese...more

FTC Accepts Practical ‘Failing Firm’ Defense in Ending Challenge to Non-Reportable Transaction

The Federal Trade Commission’s recently announced proposed settlement of its challenge of CentraCare Health’s acquisition of St. Cloud Medical Group (SCMG) is doubly noteworthy. The settlement ends the challenge of a...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers: Volume X – Accounting...

Volume X – Accounting for the Cost of Business Combinations Under Government Contracts - Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for...more

Manatt Digital - October 2016

A Message From Our Chair: Once again we are very pleased to provide you with another issue of the Manatt Digital newsletter. In this edition we revisit the topic of mergers and acquisitions, an important area of focus...more

More Leveraged Buy-Outs to Face HSR Scrutiny as Agency Expands Reporting Requirements

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Stinson Leonard Street's Emerging Trends Newsletter - Q3

We are thrilled to bring you the third installment of Stinson Leonard Street's Emerging Trends newsletter. We are proud of the depth and breadth of experience and knowledge across our firm's 13 offices nationwide and are...more

Your Daily Dose of Financial News

Like a hot new underground nightclub [I presume.  Not exactly  my scene], Marcus—Goldman Sachs’ new online lending platform aimed at the consumer banking segment—requires a password. Goldman’s reportedly sending out the...more

Ohio Purchasers May Unwittingly Assume Seller’s Workers’ Compensation History

An issue of great importance that many corporate attorneys neglect to properly address in finalizing an acquisition, asset purchase or merger is the seller’s workers’ compensation history. If the buyer is going to remain in...more

Implications of the 2016 Election for Banks, Systemically Important Financial Institutions and Their Investors

Campaign promises rarely turn into specific actions, but when they do, they are necessarily impacted by the dynamics of the legislative process. History suggests, however, that the policies of candidates can be a predictor of...more

Your Daily Dose of Financial News

Some good news for the UK after a brutal few days for the pound? It appears that the pound’s precipitous fall has acted as a sort of “giant shock absorber” against Brexit—a release valve of sorts that has meant decreased...more

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued...

In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more

Your Daily Dose of Financial News

It’s not quite in the 9-year AIG/Greenberg territory, but it’s been five years since the Feds started investigating former NJ Senator and Governor Jon Corzine and his role in overseeing the collapse of brokerage firm MF...more

Antitrust Updates for Private Equity Firms

In an era of robust merger enforcement by the U.S. antitrust agencies, opportunities abound for private equity firms to acquire divested businesses for value. These acquisitions of divested businesses are increasingly subject...more

Cross-Border Private M&A in Canada: 10 Tips for Foreign Acquirers

Canadian private M&A slowed somewhat in 2015 and early 2016, owing to the depressed market for commodities, but deal flow is roaring back in the latter half of 2016. While Canadian M&A takes many cues from the United States...more

FERC Seeks Comment On Potential Modifications To Its Market Power Analyses

On September 22, 2016, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comment on whether and, if so, how FERC might modify or enhance its methods for identifying and assessing market...more

FERC Seeks Comments on Potential Changes to Review of Mergers and Acquisitions

The Federal Energy Regulatory Commission (“FERC” or “Commission”) has asked for comments on procedures established for its review of mergers and acquisitions pursuant to section 203 of the Federal Power Act (“FPA”). In a...more

[Event] "Americas Labor & Employment Law Conference: Managing a workforce across the Americas and beyond" - Dec. 8th-9th, Miami,...

Attorneys from FordHarrison and Ius Laboris, the global Alliance of leading labor and employment law firms, will join in-house counsel to discuss the many challenges faced by multinational companies. The conference is aimed...more

Key considerations for representation and warranty insurance

The allocation of risk through representations and warranties and the accompanying indemnification obligations is a primary source of contention in almost every private merger and acquisition transaction. Buyers aim to...more

Antitrust-Related Recent Developments: Merger Agreement Efforts Subject of Litigation

In a recent action raising the issue of the nature of a merger party’s obligation to take steps necessary to clear antitrust regulatory hurdles “as promptly as reasonably practicable,” Alere, Inc. sued Abbott Laboratories in...more

Blog: Federal Court Gives Teeth to Operational Efforts Covenant in Sanofi/Genzyme Earn-Out Dispute

We keep a close eye on developing cases regarding earn-outs and contingent payment rights in light of the prevalent use of these arrangements in life sciences deals and their increasing use in non-life sciences deals. On...more

Significant Changes to PRC Foreign Investment Laws

On September 3, 2016, the Standing Committee of the National People’s Congress (“NPC”) adopted the Decision of the Standing Committee of the NPC on Revising Four Laws, Including the Law of the People’s Republic of China on...more

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