Mergers

News & Analysis as of

Infrastructure M&A: Journey to the non-core: How the European infrastructure M&A market is changing

HEADLINES - - Overall appetite for infrastructure investment remains strong. M&A deal value rose 75 per cent from 2010 and 2016. Deal volume grew 196 per cent over this period - The number and value of...more

El Paso Pipeline GP Company, L.P. et al., v. Brinckerhoff, No. 103, 2016 (Del. Dec. 20, 2016)

In this unanimous en banc decision, the Supreme Court of Delaware reversed a $171 million judgment of the Court of Chancery, holding that the plaintiff limited partner lost standing to pursue the underlying derivative claim...more

Infrastructure M&A: Journey to the non-core: The shift to non-core infrastructure-who’s investing where?

HEADLINES -   - Between 2010 and 2016, more than half (53 per cent) of all non-core infrastructure investment was made by infrastructure funds - In value terms, transport (41 per cent) and power (28 per cent)...more

Infrastructure M&A: Journey to the non-core: Six steps to non-core infrastructure success

Infrastructure funds are increasing their capital allocations to non-core sectors, although in doing so they will need to take on increased risk and operate outside an established regulatory environment. There are six steps...more

THE LATEST: Further Efforts to Broaden the Scope and Impact for CFIUS Reviews of Foreign Acquisitions of US Businesses

We reported earlier on the Committee on Foreign Investment in the United States (CFIUS) and its legal and practical authority to review M&A transactions for possible risks to US national security posed by foreign ownership of...more

Three Lessons All Companies Can Learn from the Data Breaches that Cost Yahoo $350 Million

Yahoo Inc. recently disclosed three massive data breaches, which compromised the personal information of 1.5 billion users and cost Yahoo $350 million in its acquisition by Verizon Communications Inc. Additionally, the...more

The Impact of Cybersecurity Concerns on M&A Activities is Growing: eDiscovery Trends

This is the second story that I’ve covered in the past several months where cybersecurity concerns impacted merger and acquisitions. See below for more on the first one… After Verizon Communications took a $350...more

AMA Speaks Out Against Possible Settlement in Anthem/Cigna Antitrust Merger Litigation

In a February 28, 2017 letter to the Department of Justice (DOJ), the American Medical Association (AMA) expressed concern regarding Anthem’s recent statements about a potential settlement with DOJ that would allow the...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Significant Competition Law Changes In Germany

On March 9, 2017 the German Federal Parliament passed the ninth amendment to the Act against Restraints of Competition (ARC) (Gesetz gegen Wettbewerbsbeschränkungen). The amendment is expected to come into force in Q2/2017...more

Optum-SCA Merger Could Signal Renewed Payer Interest in Providers

In January, UnitedHealth Group’s health services arm Optum announced it would acquire Surgical Care Affiliates (SCA), one of the nation’s largest and most well-respected ambulatory surgery center (ASC) and surgical hospital...more

Corporate Law & Governance Update - March 2017

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

Deal Activity Slightly Declines in 2016; 2017 Deal Makers Cautious

Aggregate automotive industry M&A deal values for 2016 were down 34% to $41.0 billion compared to $62.1 billion in 2015 according to PwC’s recently released report, PwC Deals: Global Automotive M&A Deals Insights Year-end...more

DOJ Releases Guidance on Corporate Compliance Programs

On February 8, 2017, and without the fanfare that often accompanies new policy guidance, the Fraud Section of the U.S. Department of Justice (DOJ) issued a new guidance document on corporate compliance programs (Compliance...more

Financial Services Weekly News - March 2017 #2

Editor's Note - Marching On. Notwithstanding the industry’s watch of the Senate’s confirmation of new leadership for the Department of Labor (DOL) and the Securities and Exchange Commission (SEC), the DOL proposed a delay...more

Massachusetts Supreme Judicial Court Rules Merger Challenges Must Be Brought Derivatively

In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger...more

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing. Thus, when a stockholder...more

5 Must Ask IP Due Diligence Questions in Corporate Transactions

When would a company undergo intellectual property due diligence? - Konstantin Linnik: Any corporate transaction involving IP assets necessitates diligence: merger, acquisition, IPO, investment (such as a venture...more

A Former Shareholder Cannot Demand Books and Records Under DGCL§ 220

Can a former shareholder whose stock was cancelled in a merger bring suit for corporate books and records under Delaware law? In a recent decision, the Court of Chancery gave a clear answer to this question of first...more

Cigna Attempts to Cancel Merger with, and Sues, Anthem

On February 14, 2017, Cigna Corp. (Cigna) announced it would drop its $54 billion merger with Anthem, Inc. (Anthem) and filed an action against Anthem in the Delaware Chancery Court for a declaratory judgment that Cigna had...more

The flood of inbound M&A and outlook for 2017

Despite its political turbulence, 2016 was a blockbuster year for inbound mergers and acquisitions in the US. According to Bloomberg, US inbound M&A hit an all-time peak of $586.7 billion, a 35.15 percent hike from 2015. In...more

Reps & Warranties Insurance In M&A Deals – Getting the Deal Done

Note: This is the first in a series of posts that will discuss the use of RWI in Mergers & Acquisitions. Essential to a buyer’s and seller’s evaluation of the purchase and sale of a company is the allocation of...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

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