Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Dentons Dacheng Deal Done: Will BigLaw Follow Suit?
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more
Last month, I wrote a blog post on the tone at the top, exemplified in Star Trek’s Original Series episode, Devil in the Dark. Based on the response, some passionate Star Trek fans are out there. I decided to write a series...more
President Biden signed, on December 29, 2022, the Consolidated Appropriations Act, 2023, H.R. 2617 (the “2023 Act”). The 2023 Act amends the Securities Exchange Act of 1934 (the "Exchange Act") to exempt certain "M&A...more
On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more
Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more
It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose...more
New jobless claims fell dramatically in new figures released on Thursday, as “the improving public health situation and the easing of pandemic-related restrictions allowed the labor market to continue its gradual return to...more
In a recent settled administrative proceeding, the Securities and Exchange Commission (SEC or the Commission) imposed a $20 million fine and a cease-and-desist order on Andeavor LLC, a Texas energy company, in connection with...more
On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more
Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
The frequently cited axiom of M&A litigation that no Delaware court has ever found a material adverse event (MAE) is no longer true. On October 1, 2018, the Court of Chancery (Laster, VC) ruled in favor of a buyer that had...more
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
On September 20, the Securities and Exchange Commission announced that its system for electronic filing for public company disclosures, EDGAR, was compromised last year and that hackers may have used exposed information for...more
We learned about KraftHeinz’s offer to merge with Unilever only after it had been rejected. And now it appears to be off the table completely—all $143 billion of it....more
Private investment funds and advisers are likely to face new regulatory challenges and increased litigation risks in 2017, not only because of a change in the administration, but also because many advisers have not corrected...more
While Wall Street’s been waiting with bated breath for the big Snap IPO, Jose Cuervo (yes, that Jose Cuervo, via parent company Becle) has briefly stolen a bit of its public offering thunder with its plans to sell shares on...more
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
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
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
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
A putative class action filed last week is accusing 25 prominent banks—including Deutsche Bank, Goldman Sachs, and Barclays—of “conspiring to rig the market for securities” sold by the US Treasury in their roles as primary...more
How often are we going to be hearing about Brexit aftershocks? I’d expect you better get used to it. Today’s edition: two other real estate funds (these run by Aviva ad M&G) have joined Standard Life in freezing withdrawals...more
US banks made a strong showing in part 2 of the latest round of the Fed’s stress tests. Only Morgan Stanley didn’t pass unconditionally (concerns over the company’s “internal controls and processes” tripped it up), while the...more