News & Analysis as of

Mergers

IoT Deals Continue to Bolster Tech M&A Market

Dealmakers who responded to a recent Morrison & Foerster survey predicted that the market for M&A transactions in the technology sector will be even more robust in 2017 than it was in 2015 and 2016—years in which acquirers...more

Air transportation: amendments to the Canada Transportation Act tabled before Parliament

by DLA Piper on

On Tuesday, 16 May 2017, Minister of Transport Marc Garneau introduced Bill C-49, the Transportation Modernization Bill, amending several key provisions of the Canada Transportation Act (the “Act”). The Bill is in line with...more

Roundtable on Geopolitical Risks and Effective Response Strategies

On May 4, 2017, 15 business leaders gathered at Skadden’s Palo Alto office to discuss the current political and policy environments in the U.S. and abroad, as well as their implications for the technology sector. Participants...more

Facebook Sentenced to a €110 Million Fine at the Intersection of Competition Law and Data Protection Law

by McGuireWoods LLP on

On May 18, 2017, the EU Commission sentenced Facebook to a “proportionate and deterrent” fine of €110 million for providing misleading information during the investigation of Facebook’s acquisition of WhatsApp. This decision...more

Facebook Is Fined US$122 Million by European Commission for Misleading Information in WhatsApp Merger Review

by Reed Smith on

Facebook is faced with a fine of EUR110 million (US$122 million) for providing misrepresentative or incorrect information to the European Commission when it filed the acquisition of WhatsApp for merger approval in...more

How To Select A Merger/Reorganization Structure That Is Right For Your Nonprofit

by Fox Rothschild LLP on

The nonprofit sector has seen a dramatic rise in the number of mergers and reorganizations. The constant need to reduce costs, especially in the health care sector, seems to be the driving force behind the movement. When...more

Privacy Due Diligence In A Merger Or Acquisition: A How-To Guide

by Bryan Cave on

The FTC can hold an acquirer responsible for the bad data privacy practices of a company that it acquires. Evaluating a target’s data privacy practices, however, can be daunting and complicated by the fact that many “data”...more

Korea Newsletter - May 2017

by McDermott Will & Emery on

Recent Representative Matters and News - ACUSHNET IPO - McDermott represented Korean private equity funds Mirae Asset Private Equity Partners Fund VII, Neoplux No.1 Private Equity Fund, and Woori Blackstone Korea...more

INC Research Merges with inVentiv Health Creating a $7.4B Combined Entity

According to press releases, INC Research Holdings, Inc. has agreed to merge with inVentiv Health, creating a combined company having an enterprise value of approximately $7.4 billion. The press release further notes that the...more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

OTA & Travel Distribution Update - May 5th, 2017

by Garvey Schubert Barer on

Our OTA & Travel Distribution Update for the week ending Friday, May 5, 2017 is below. - Industry To Again Focus Attention on Distribution Duopoly [OTA]. In an article last week, Bloomberg shared details from an AHLA...more

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

by Morris James LLP on

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision...more

EU Competition Newsletter - May 2017

by Bryan Cave on

We have followed over the last years Europe grappling with the issue of most favoured nation clauses and hotel booking. Our last update regarded a joint monitoring project between the CMA and the European Commission, designed...more

Chinese Outbound M&A: 4 Key Questions

by Latham & Watkins LLP on

Overseas direct investment by Chinese companies increased significantly in 2016 to US$212 billion, a 143% increase from 2015. While outbound M&A interest remains strong in China, recent measures taken by the Chinese...more

Can Purchasing Efficiencies Save Mega-Mergers? The D.C. Circuit Says “No”

by Proskauer Rose LLP on

Efficiencies, economies of scale, and the general desire to improve the customer experience are the lifeblood of all mergers. And one of the most common efficiencies in any deal comes from enhanced purchasing power, or the...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

by Bennett Jones LLP on

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

May Antitrust Bulletin

by McGuireWoods LLP on

Confirmation Hearing May 10 for Antitrust Division Nominee Makan Delrahim - In late March 2017, President Trump nominated current White House deputy counsel Makan Delrahim to be assistant attorney general for the...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

New Belgian Law on the oversight of payment transaction processors

by White & Case LLP on

Summary - Hard-law tools to supervise payment transaction processors: A new Belgian law (the Law) reinforces the supervision of the activities of systemically important payment transaction processors as well as payment...more

"Sections 204 and 205 of Delaware Corporation Law: Effective Tools to Remedy Defective Corporate Acts"

Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court...more

"The Continuing Evolution of Corwin in Delaware Courts"

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more

THE LATEST: Enforcers Continue Recent Focus on Innovation Concerns with Emerson/Pentair Consent Agreement

by McDermott Will & Emery on

The FTC’s recent consent agreement addressing concerns regarding Emerson Electric Co.’s (Emerson) acquisition of Pentair Plc (Pentair) demonstrates a continued focus on whether transactions will reduce the incentive for...more

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

by Morris James LLP on

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation,...more

Acquisition Financing in the United States: 2017… Uncertainty!

by Morrison & Foerster LLP on

Global M&A was sluggish in the beginning of 2016, but ended strong with a fourth quarter burst of activity. While aggregate 2016 deal volumes dropped 16% from the highs of 2015, Thomson Reuters reports that 2016 global deal...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

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