Mergers

News & Analysis as of

The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations [Video]

Right now, private equity firms are sitting on a cash glut that represents an all-time high for the industry, nearly $1 trillion. Perhaps unsurprisingly, says Pepper Hamilton securities lawyer Ed Dartley, we're also seeing...more

Is 4-3 the New 3-2? FTC Continues to Target Pharmaceutical Mergers

The Federal Trade Commission (“FTC” or “Commission”) has often stated that merger analysis requires more than a simplistic determination that high market concentration leads to anticompetitive effects. Still, the antitrust...more

Sometimes Merger Fixes Are as Close as the End of Your Nose

When it comes to negotiating merger remedies with federal antitrust enforcement agencies, the Department of Justice and the Federal Trade Commission each have guides or statements that may help. But as good as their guidance...more

Polsinelli Podcast - Keep the Government out of Your Transaction: Practical Antitrust Tips for Mergers [Video]

You're the CEO of a large company considering a merger with a competitor. You've done your due diligence and both companies want to move forward. There are antitrust issues to explore before the deal can be done. In this...more

Polsinelli Podcast - The State of Bank Deals in 2014 [Video]

The banking industry is on a rebound. There is a shift in the industry and a general feeling that there will need to be an increase in the size of banks in order to afford the increased costs in technology and compliance with...more

MOFCOM Strengthens Merger Control Law Enforcement

On March 20, 2014, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a press release announcing that, as of May 1, 2014, MOFCOM will make public on its website all decisions resulting in a finding...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Blue Book [Video]

Latham & Watkins partner Graeme Sloan explains the M&A term Blue Book, which is the colloquial name given to the City Code, as it is published in a blue folder. For additional definitions of the legal and business terms often...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Bump [Video]

Latham & Watkins partner David Kurzweil explains the M&A term Bump, which refers to raising the price, or improving other terms, of an acquisition proposal. For additional definitions of the legal and business terms often...more

Is It Going to Be a Bumpy Ride?

Margo Channing (Bette Davis) in “All About Eve” famously said, “Fasten your seatbelts, it’s going to be a bumpy night!” Does that sum up the status of future community bank merger activity? Maybe so. Many financial...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

MOFCOM Shows Teeth Against Gun Jumping

On 20 March 2014, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a notice announcing that it will make public decisions sanctioning companies failing to notify mergers that meet the filing...more

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

Mergers and Acquisitions for Academic Medical Centers

Academic Medical Centers and teaching hospitals (AMC/TH) are increasingly choosing to affiliate in some manner with other health care providers in order to surmount significant industry challenges. The first quarter of 2014...more

New Urgency for Corporate Inversion Transactions (Quorum, March 2014)

Corporate inversions have constituted an active and successful part of the M&A market in 2013 and early 2014, as acquirors have typically traded up on the date of announcement. However, there is now a new urgency for U.S....more

German Court Rejects National Competition Authority Liability for Damages After Unlawful Prohibition of a Merger

The Higher Regional Court in Düsseldorf yesterday dismissed an action for damages of €1.1 billion brought by GN Store Nord against the German Federal Cartel Office. The judgment sheds some light on the possibility for...more

Delaware Supreme Court Deals Blow to Merger Litigation Plaintiffs

On Friday, the Delaware Supreme Court adopted the business judgment rule standard of review for some controlling stockholder freeze-out mergers and potentially other interested party transactions. In Kahn, et al. v. M&F...more

Delaware Court of Chancery Grants Summary Judgment Dismissing Breach of Fiduciary Duty Claims In Absence of Evidence of Directors’...

In In re Answers Corp. Shareholders Litigation, C.A. No. 6170-VCN, 2014 WL 463163 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery (Noble, V.C.) granted summary judgment in favor of defendants in a stockholder class...more

The Last Days of Disco Ops

Consider this scenario: Staying Alive, Inc., a publicly traded clothing company based in South Beach, Florida, is planning to offer additional shares to the public in a registered securities offering. Several weeks before...more

District Court Grants Preliminary Approval of Settlement in Merger Case

The US District Court for the Western District of Pennsylvania recently granted preliminary approval to settle a merger suit in which Michael Baker Corp. (Baker) shareholders alleged that the $397 million purchase price that...more

In re Orchard Enterprises, Inc. Stockholder Litigation, C.A. No. 7840 (Del. Ch. Feb. 28, 2014)

Delaware Court of Chancery applies entire fairness review to a take-private merger with a controlling stockholder, despite approval by a special committee and a majority-of-the-minority, and holds that disclosure claims may...more

Corporate and Financial Weekly Digest - Volume IX, Issue 10

In this issue: - FINRA Requests Comment on Proposed Rule Set for Limited Corporate Financing Brokers - SEC Issues No-Action Relief to Broker Dealers from Financial Responsibility Rule 15c3-3 Amendments -...more

Insurance Antitrust Legal News - March 2014 • Volume 3, Number 2

In This Issue: - FTC COMMISSIONER CRITICIZES PROPOSED LEGISLATION THAT WOULD PERMIT HEALTH PROVIDERS TO NEGOTIATE JOINTLY WITH HEALTH INSURERS: In a February 26 speech before the Connecticut Bar Association,...more

China Conditionally Approves Thermo Fisher/Life Technologies Merger: MOFCOM Continues to March to Its Own Drumbeat

The January 2014 conditional clearance decision by the Chinese competition authorities regarding the acquisition by Thermo Fisher Scientific Inc. (“Thermo Fisher”) of Life Technologies Corporation illustrates some of the key...more

Pennsylvania Tax Developments - A Reed Smith Quarterly Update (February 24, 2014)

This is a brief update on recent Pennsylvania tax developments. It is intended to provide an overview of issues and cases to watch, as well as administrative and legislative developments....more

MOFCOM Publishes Criteria For A Simplified Merger Review

On 11 February 2014, China's merger review regulator, Antimonopoly Bureau at the Ministry of Commerce ("MOFCOM"), published criteria for a simplified merger review, the Interim Rules on Application Criteria of a Simplified...more

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