Merger Agreements

News & Analysis as of

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Top 10 Business Divorce Cases of 2016

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

DLA Piper Global M&A Intelligence Report Video

DLA Piper's 2016 M&A Intelligence Report is based on data from about 500 deals from Europe, North America and Australia, giving a truly global perspective on how M&A deals get done. It looks at the differences between...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Can Contracting Transactional Parties Select Favorable Privilege Law?: Part II

Last week's Privilege Point described diversity cases in which litigants did not address the choice of laws issue, and in which the issue was irrelevant because there appeared to be no material difference between the...more

FTC's Winning Streak Restored: Seventh Circuit Reverses Denial of Preliminary Injunction in Chicago Hospital Merger, Competition...

Recent appellate decisions confirm the uphill battle hospitals face when merging with other hospitals. On October 31, the U.S. Court of Appeals for the Seventh Circuit overturned the district court’s ruling in Federal Trade...more

Your Daily Dose of Financial News

In a closely watched battle over the DOL’s new fiduciary rule for retirement account investment advisers, the Labor Department has scored an early first victory. A DC federal judge ruled late last week that the rule at issue...more

M&A Transactions with Government Contractors - Set-Aside Alert

The following is an overview of considerations to be taken into account by targets wishing to sell, and purchasers wishing to purchase, government contracting businesses. Please see full Alert below for more...more

Seventh Circuit Hands FTC Another Geographic Market Definition Victory in Chicago Hospital Merger Case

On October 31, 2016, the US Court of Appeals for the Seventh Circuit handed another important victory to the Federal Trade Commission (FTC) and the State of Illinois in a hospital merger case in Chicago, Illinois. This...more

Your Daily Dose of Financial News

Soooooo . . . about that whole Brexit thing. A UK High Court has ruled that Britain’s EU withdrawal cannot move forward without the approval of Parliament, setting off more uncertainty and what’s expected to be a series of...more

Your Daily Dose of Financial News

Merrill Lynch has already staked out the position in response to the DOL’s retirement account fiduciary duty rule that it would no longer offer commission-based IRAs to retirement savers. Yesterday, it effectively doubled...more

FTC Scores Another Victory in FTC v. Advocate Health Care Network

The Federal Trade Commission (FTC) won another decisive victory in its effort to fight health care provider consolidation when the U.S. Court of Appeals for the Seventh Circuit reversed a district court’s decision denying the...more

Your Daily Dose of Financial News

The latest on the AT&T/Time Warner deal, including its place in the “ambitious climb” of AT&T’s CEO, Randall Stephenson [NYTimes] and a conversation with one of the deal’s vocal political opponents, Sen. Al Franken....more

Your Daily Dose of Financial News

Qualcomm is reportedly set to acquire NXP Semiconductors for just shy of $40 billion in a deal that would help Qualcomm move beyond smartphone chips and into the broader internet of things....more

FTC Reverses Prior Position – Buyers Must Now Count All New Debt as Part of the Transaction Size for HSR Purposes

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

Your Daily Dose of Financial News

The latest from the CFPB and its “Project Catalyst,” which aims to “encourage the development of innovative consumer financial products that meet regulatory requirements” [think Fintech]....more

Your Daily Dose of Financial News

The weekend’s business news was dominated by the word that AT&T has agreed to buy Time Warner for $85.4 billion in the biggest yet in a series of telecomm mergers....more

Third Circuit Delivers Resounding Victory for FTC in Pennsylvania Hospital Merger Case

On September 27, 2016, the U.S. Court of Appeals for the Third Circuit handed the Federal Trade Commission (FTC) a significant antitrust victory by granting its request for a preliminary injunction to stay the pending merger...more

The Brexit from a Corporate / M&A perspective - Domicile Theory – Establishment Theory – Freedom of Establishment

Up until now - Foreign EU-companies from countries that follow establishment theories are recognized in Germany pursuant to freedom of establishment regulations (See AEUV Art. 49, AEUV 54). This provides a...more

Court Of Chancery Explains Fee Award In Appraisal Case

Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more

The End of the Road for Hershey Medical Center's Merger: Parties Abandon Transaction After Third Circuit Rules That Hospital...

The decision serves as a reminder of the uphill battle that merging health care providers have faced since the FTC’s adoption of its current rigid market definition standard in 2007. The U.S. Court of Appeals for the...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

Aftermath of the Yahoo Breach: M&A Risk and Cybersecurity

In the midst of its acquisition by Verizon Communications Inc., Yahoo Inc. disclosed what looks like one of the largest reported thefts of user information in U.S. history. Yahoo has confirmed that a “state-sponsored”...more

Competition News September 2016

By a controversial decision, the Constitutional Council ruled that so-called “simple” investigations comply with the constitution - The investigation services of the French Competition Authority made several requests for...more

DOJ and States Challenge Health Insurer Mergers

Following more than a year of regulatory review, in late July 2016 the Department of Justice (DOJ) Antitrust Division and a number of states filed actions seeking to derail both the Anthem/Cigna and Aetna/Humana mergers. In...more

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