Mergers

News & Analysis as of

Acquisitions of Publicly Traded Corporations: A Cure for the Two Step in Texas

The State of Delaware recently adopted amendments, which will be effective on August 1, 2016, to an oft-used statute that streamlines the acquisition of a public Delaware corporation (the “Target”) structured as a tender...more

Superfast Whitepaper

Is Your Firm Among the 13%? Emulating the Fastest-Growing Firms in the New Legal World - The November 2014 issue of The American Lawyer headlined with an engrossing article by Aric Press entitled “BigLaw’s Reality...more

Your daily dose of financial news - The Brief – 7.25.16

The bids are all in, and Verizon’s the big winner. Well, both “big” and “winner” are relative, especially with news of a brutal Q2 for Marissa Mayer and her crew, but nevertheless, Yahoo’s core business is now Verizon’s in...more

Tax Court Allows Deduction for Advisory Fees in M&A Transaction

The Tax Court of Canada has recognized in a recent case that “oversight expenses” – notably investment banking and other professional advisory fees for services rendered to boards of directors in their discharge of oversight...more

Competition News July-August 2016

The French Competition Authority severely punished the exclusivity practices put in place by company in a dominant position - On June 23, 2016, the French Competition Authority punished the Belgian group Umicore for...more

Your daily dose of financial news - The Brief – 7.22.16

EU financial watchdog ESMA has fined rating agency Fitch Ratings Ltd. $1.5 million for reportedly violating the EU’s rules for rating agencies relating to the 12-hour requirement, internal controls, and unauthorized...more

DOJ Challenges Health Insurance Merger

On July 21, 2016, the Department of Justice, Antitrust Division (the “DOJ”) announced that it, along with several state attorneys general, would sue to block two multi-billion dollar health insurance mergers between Aetna and...more

Clause for Concern? Sandbagging Provisions in Canadian M&A

The use of express sandbagging language in M&A agreements (whether “pro” or “anti”), or the decision to remain silent, is commonly one of the most acrimonious issues faced by M&A practitioners in private acquisitions. The...more

9 Ways Brexit May Affect UK Compliance Regulations

After the UK’s momentous vote to leave the European Union, the country faces two years of exit negotiations and the re-drawing of regulations. So what might Brexit mean for ethics and compliance in the UK?...more

Your daily dose of financial news - The Brief – 7.21.16

The Treasury Dept’s Office of Financial Research has found that money-market funds are increasingly entering into direct repurchase loans with large investors and insurers—another sign that “participants in short-term lending...more

Investment Firm to Pay Record $11 Million Fine for Violation of HSR Act

On July 12, 2016, the Department of Justice (“DOJ”) announced that investment firm ValueAct Capital (“ValueAct”) agreed to pay a record $11 million fine to settle charges that it and its affiliates violated the reporting and...more

DOJ Seeks to Block Two Major Health Insurance Mergers

The United States Department of Justice (DOJ) is suing to block two proposed mergers between major health insurance companies, claiming that the deals violate antitrust laws and would lead to increased health care costs for...more

Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection

The Delaware Court of Chancery recently held that where a majority of a corporation’s fully informed, disinterested, and un-coerced stockholders tender their shares as part of a two-step merger, that has the same “cleansing”...more

Antitrust M&A Snapshot - July 2016

United States: January – June Update - The Federal Trade Commission (FTC) and US Department of Justice (DOJ) have been actively challenging mergers and acquisitions in the first half of 2016. In some instances, the...more

Your daily dose of financial news - The Brief – 7.20.16

We’ve heard about VW’s $15 billion settlement to resolve US claims by owners and regulators, but a spate of recent state AG-led actions shows that the fallout from the emissions cheating scandal is far from over. NY, MA, and...more

Alert: Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct

The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...more

Health Law Pulse - July 2016

On June 14, 2016, a federal district court in the Northern District of Illinois denied a request from the Federal Trade Commission (FTC) for a preliminary injunction to enjoin the pending merger of Advocate Health Care...more

Proposed Regulations Would Block Some Spinoffs

Proposed regulations issued on July 14, 2016 generally would prevent tax-free spinoffs involving companies with less than 5% active business assets and spinoffs where one company holds a substantial amount of nonbusiness...more

Record Setting Fine for Violation of HSR Reporting Requirements

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

Your daily dose of financial news - The Brief – 7.15.16

The 2d Circuit’s nixed a bid by investment fund SRM Global Master Fud LP to revive its $200 million securities fraud suit against Bear Stearns and Deloitte over alleged lies about Bear’s pre-collapse financial health. The...more

2016/07/13 DAMITT Q2 2016 Update

Fast Facts - - Significant merger investigations during the first half of 2016 lasted 9.5 months on average—on par with CY2015, but more than 30 percent longer than from 2011 to 2013. - In the first half of 2016,...more

[Event] Nossaman's 3rd Annual West Coast Ambulatory Surgery Center Seminar - September 27th, Los Angeles, CA

Please join us for Nossaman LLP’s 3rd Annual West Coast Ambulatory Surgery Center Seminar. During this one-day program you will learn important ASC industry information, allowing you to stay ahead of the curve and safely...more

Water Industry Deals and News

The latest edition of the OMM Water Report includes select O’Melveny transactions and other items of interest that occurred during May and June 2016. Please see full report below for more information....more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

Court Of Chancery Applies Business Judgment Rule After Majority Tender Shares

In what might be one of the most important decisions this year, the Court held that the tender of their shares by a majority of the stockholders invokes an “irrebuttable” presumption that the business judgment rule applies...more

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