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Acquisitions Mergers Shareholders

Cooley LLP

13 Top Considerations for Tackling a Merger of Equals Transaction Like a Mastermind

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Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of equals – can yield positive...more

Morgan Lewis

Leveraging Legal Expertise in M&A Transactions to Drive Business Success

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Given the significance of strategic transactions such as mergers, acquisitions, or dispositions, it is likely that in-house counsel has competent external counsel that it can leverage to do much of the heavy lifting regarding...more

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

A&O Shearman

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

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On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights....more

White & Case LLP

High-profile deals in European regulators’ firing lines

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Dealmakers are learning to navigate a stricter regulatory environment as UK and EU authorities take an increasingly interventionist stance Global dealmaking experienced a slowdown in 2023 as the market battled headwinds on...more

Conyers

Cayman Islands M&A: on the rise

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Many acquisitions, especially privatisations, are structured as a statutory merger, and in this article, we provide a brief overview of Cayman Islands (“Cayman”) mergers and consolidations and the general requirements for...more

Latham & Watkins LLP

Corporates and Dealmakers Must Prepare For Increased UK Class Action Claims

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While class actions are well established in the US, they are increasingly common in the UK, driven by market volatility, availability of litigation funding, legal reforms, regulatory settlements, and growing scrutiny of...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

Ankura

The Evolving Role of the PortCo CFO

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The Chief Financial Officer (CFO) plays a critical role in orchestrating the financial strategy of the company. With massive amounts of capital stockpiled by private equity (PE) firms and ready to be deployed, the demand for...more

A&O Shearman

Panel Proposes Narrowing The Scope Of Companies Subject To The Code

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On 24 April 2024, the UK Takeover Panel published PCP 2024/1 ("PCP 2024/1"), in which it is consulting on a significant narrowing of the types of companies that will be subject to the Takeover Code (the “Code”) - i.e., as...more

Pillsbury Winthrop Shaw Pittman LLP

Clarity for M&A Practitioners: Proposed DGCL Amendments Bridge the Gap between Recent Delaware Chancery Court Decisions and Market...

The proposed amendments would address recent case law decisions in Activision, Moelis and Crispo that uprooted well-established market practice with respect to the enforceability of certain provisions of stockholder...more

A&O Shearman

Happy Lamb, share ownership disputes and rectification of the register - brevi manu or longa manu?

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In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more

McDermott Will & Emery

Dual Track Reboot: Five Key Considerations for Supercharging Your Life Science Company Exit

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There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more

Hogan Lovells

2024 Securities, Shareholder, and M&A Litigation Outlook

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2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more

Wilson Sonsini Goodrich & Rosati

Recent Delaware Law Developments and Proposed Legislative Responses

The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more

Proskauer Rose LLP

UK Tax Round Up - March 2024

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Welcome to March’s edition of our UK Tax Round Up. This month has seen a number of interesting cases covering a range of issues, from the deductibility of costs against employment income to the place of effective management...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and...more

A&O Shearman

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

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This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more

Hogan Lovells

Q4 2023 Quarterly Corporate / M&A decisions updates

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This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Continues To Increase and Spread in Europe

Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

Latham & Watkins LLP

Target Engaged: How UK PLCs Can Defend Against Growing US Shareholder Activist Focus in 2024

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The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more

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