Mergers

News & Analysis as of

Consolidated Return Update

NEW PROPOSED REGULATIONS FROM THE IRS PROVIDE TAXPAYER-FRIENDLY SOLUTIONS TO ISSUES WITH TAX RETURN DUE DATES AND CIRCULAR ADJUSTMENT TO BASIS. In the last six months, the U.S. Department of the Treasury has issued two...more

The Macron Law Modifies French Competition Rules and Procedures

The Macron Law Modifies French Competition Rules and Procedures. After seven months of discussions before the French Parliament, the bill on “Growth and Activity and Equality of Economic Opportunities” known as the...more

Successful Strategies for Doing Business in Asia: Korea (Updated)

WHAT ROLE WILL THE GOVERNMENT OF KOREA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The Korean government takes an active, investor-friendly role in approving and regulating foreign direct investment....more

How to Make Law Firm Mergers Work: Integration

In the past few weeks, I’ve covered the staple considerations that should lead discussion, planning and execution of law firm mergers. Once these critical factors have been resolved, the final element, planning for...more

Craft Beer Industry Update: M&A ESOPs and Liquidity Transactions over the past 12 Months

Craft beer is at a turning point in the history of the industry. Craft beer has grown dramatically (about 20% in 2014) during a time when overall beer consumption has increased only 0.5%.1 This has changed everything -- from...more

New California Law Impacting Change in Control of Grocery Stores

The new law, Assembly Bill 359, will require that, upon a “change in control” of a “grocery establishment,” the seller must prepare a list of “specified eligible grocery workers” for a successor grocery employer, which would...more

Five Lessons From 2015 Healthcare Deals

In 2015, we already have seen a great deal of activity in healthcare transactions that is attracting antitrust scrutiny, with mixed results. Among the winners have been Cabell and St. Mary's, which received state clearance...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Successful Strategies for Doing Business in Asia: Japan (Updated)

WHAT ROLE WILL THE GOVERNMENT OF JAPAN PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? Generally speaking, foreigners can conduct business in Japan on an equal legal footing with Japanese citizens. The...more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Minority Shareholder Owed No Fiduciary Duty To Other Shareholders In Merger Transaction

Judge Gale's decision earlier this month in Corwin v. British American Tobacco PLC, 2015 NCBC 74 dismissed all of the claims of the Plaintiff class. If the name Corwin is ringing a bell with you, his case is the shareholder...more

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

Successful Strategies for Doing Business in Asia: Indonesia (Updated)

1. WHAT ROLE WILL THE GOVERNMENT OF INDONESIA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The existing Indonesian Investment Act is Law No. 25 of 2007, passed by the Indonesian House of Representatives...more

Hotels Troubled over Potential Expedia-Orbitz Merger

Expedia, Inc. (“Expedia”) is in the works to acquire Orbitz Worldwide, Inc. (“Orbitz”) for $1.6 billion dollars. This news arrives on the heels of Expedia’s purchase of Travelocity for $280 million in January, 2015. The...more

Successful Strategies for Doing Business in Asia: India (Updated)

1. WHAT ROLE WILL THE GOVERNMENT OF INDIA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? Historically, India has been a regulated economy since its independence. The government of India (GOI) launched a new...more

SEC finalizes CEO Pay Ratio Rules

As noted in this McGuireWoods alert, the SEC recently finalized the CEO pay ratio disclosure requirements under Section 953(b) of the Dodd Frank Act. The biggest piece of news in connection with the final rules is the delayed...more

Court Of Chancery Permits Partial Settlement Of Appraisal Case

Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015) - This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more

Antitrust Development: The FTC Provides Updated Guidance for Merger Review Best Practices

On August 4, 2015, the Federal Trade Commission issued updated best practices guidance for merger reviews. This is the first guidance that the FTC has issued on the merger review process since the 2006 merger review reforms....more

Smooth Sailing: Streamlining Pennsylvania’s Business Entity Laws Changes to Pennsylvania’s Business Entity Laws

On July 1, 2015, Act 172 of 2014, the Association Transactions Act (the “Act”), went into effect, overhauling Pennsylvania’s entity laws contained in Title 15, Corporations and Unincorporated Associations. Derived from the...more

Successful Strategies For Doing Business In Asia: Hong Kong (Updated)

Hong Kong is always rated as one of the world’s freest economies, one of the reasons being that the government has always adopted the approach of nonintervention. Hong Kong strives to attract more foreign investors to...more

AT&T/DirecTV Merger Likely A Big Win for Advertisers and Sports Fans

The AT&T/DirecTV merger has not only given local sports fans hope that they will soon see their favorite teams on the air again, but has also spurred advertisers and media buying companies and agencies to reposition...more

FTC Releases Updated Best Practices for Merger Reviews

On August 4, 2015, the Federal Trade Commission (FTC) released a guide to best practices for merger investigations, its first update to the Guidelines for Merger Investigations since it published the Reforms to the Merger...more

Successful Strategies For Doing Business In Asia: China (Updated)

1. WHAT ROLE WILL THE GOVERNMENT OF CHINA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? In the past, foreign investment in China was highly regulated. However, following China’s entry into WTO in 2001,...more

AT&T/DirecTV Merger Likely A Big Win for Advertisers and Sports Fans

The AT&T/DirecTV merger has not only given local sports fans hope that they will soon see their favorite teams on the air again, but has also spurred advertisers and media buying companies and agencies to reposition...more

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