Private equity investments
FTC's merger remedies study
A CFIUS Roundup: Polaris Financial
24 In this article, we delve into the intricacies of valuing individual legal entities as part of a legal entity rationalization, exploring some of the key considerations that must be considered to prepare a robust and...more
The year 2023 will be remembered as a challenging one for private equity (PE), with complexities to navigate on many fronts. Traditional debt financing was expensive and scarce, expectations on valuations were tricky to...more
For companies in the energy and chemical sectors, the potential for antitrust scrutiny is an ever-present concern. The next round of enforcement inquiries is never further away than the next jump in commodity prices or the...more
Today, a tale of two markets are seen in healthcare mergers and acquisition (M&A): the present (as reflected in the data about declining dealmaking) and the future (reflected in the increasingly positive outlook by...more
On October 12, 2023, the European Commission (EC) ordered Illumina to unwind its already completed acquisition of the cancer-test provider GRAIL Inc. This is the first time that the EC has ordered a reversal of an...more
Corporate mergers, asset acquisitions, and divestitures often include a variety of environmental components or considerations – some of which can be nuanced – that can affect and can be affected by other non-environmental...more
Any person or company in the United States that manufactures, exports, temporarily imports, or brokers items, including technical data and software (defense articles), or performs certain services (defense services) that are...more
Let’s say you work in Customs Compliance at Shark Company. You learn that your company is purchasing Shrimp Company. Do you have any concerns? Will there be work to do? Yes, and yes! Buying Another Company- When one...more
The Biden Administration's aggressive antitrust enforcers have trained their sights on private equity companies. They have signaled through enforcement activities, formal policy statements and informal interviews and speeches...more
In 2021, President Biden issued an Executive Order directing antitrust enforcers to make sure that health care would be an area of emphasis for antitrust enforcement, and in 2022 they did. Federal regulators brought several...more
The current landscape of M&A and A&D dealmaking in the U.S. oil and gas industry looks a lot different than what it did in the 2015-2019 period. During the pandemic, commodity prices sank to historically low levels (WTI crude...more
Takeaways - With increasingly aggressive antitrust and foreign investment reviews, directors need to be fully informed about the risks of deals from the beginning of negotiations. Boards should insist that management and its...more
Earlier this year, Assistant Attorney General Jonathan Kanter, who leads the Department of Justice’s (DOJ) Antitrust Division, announced that the Antitrust Division would eschew settlements in merger challenges in...more
In line with overall M&A activity, US PE dealmaking in H1 lagged behind 2021 in terms of both value and volume. Total deal value of US$415 billion during the first half of the year represents a 28 percent fall...more
We recently discussed the various ways in which the Federal Trade Commission is focusing on worker protections in the gig economy. Though we didn’t have a crystal ball to foresee it, the FTC announced that it is furthering...more
Despite the aggressive rhetoric, the change in the leadership and composition at the U.S. Federal Trade Commission (FTC) did not result in more enforcement in 2021. As the calendar turned to 2022, the FTC seems to be stepping...more
Brief commentary on the past week’s cases, rulings, notices, and related federal tax guidance. Corporations Permitted to Rely on Public Shareholder Data to Confirm Qualification for Tax-Free Spin-off and Subsequent Merger...more
The US Federal Trade Commission (FTC or Commission) has announced a new policy to dramatically expand its use of prior approval orders in merger transactions. On October 25, the FTC issued a policy statement (Statement) under...more
On 25 October, the FTC released a Statement on the Use of Prior Approval Provisions in Merger Orders (Prior Approval Statement) making clear that the agency intends to include in all divestiture orders a requirement that the...more
PE investors stand ready to fund spinoffs of non-core assets as companies refocus for the recovery - Last spring, Dell spun off its cloud computing business, VMWare, in a deal valued at nearly US$63 billion, with the equity...more
The 4th Circuit’s decision in Steves and Sons Inc. v. JELD-WEN Inc. affirmed a district court’s order compelling an acquirer to divest the business of a competitor, which the court held had been acquired in violation of...more
On February 18, 2021, the Fourth Circuit Court of Appeals upheld a district court’s ground-breaking order requiring divestiture several years after a completed merger. With hindsight, the merger was found to be...more
On February 18, the Fourth Circuit affirmed a district court decision ordering a divestiture in a private merger challenge. Although the FTC and DOJ have successfully challenged a few closed transactions, the Jeld-Wen...more
On February 18, 2021, the United States Court of Appeals for the Fourth Circuit upheld the divestiture order issued by the U.S. District Court for the Eastern District of Virginia in a private merger challenge brought by...more
On February 18, 2021, the Fourth Circuit upheld a District Court’s first-of-its-kind divestiture order against Jeld-Wen Inc., which was seeking to overturn the lower court’s 2018 order requiring Jeld-Wen to spin off a factory...more