Mergers

News & Analysis as of

Privacy And M&A Transactions: The Do's And Don'ts

Most M&A transactions require parties to exchange at least some personal information, whether it is the seller's employee or customer personal information. Addressing privacy compliance at an early stage of the M&A...more

Dealmakers Q&A: Bradley Arant's D. Franklin

D. Franklin is a partner with Bradley Arant Boult Cummings LLP in Birmingham, Alabama. He advises clients on a broad range of issues, including mergers and acquisitions, finance transactions, and federal and state securities...more

Antitrust Considerations Surrounding Health Care Consolidation Among Hospitals and Physicians

The Affordable Care Act (“ACA”) has resuscitated the demand for hospital and health care provider mergers. The law explicitly encourages collaborative care—through, for example, financial incentives surrounding the creation...more

Fifth Circuit Holds Order Remanding Case Back To Arbitrators For Clarification Is Non-Final And Non-Appealable

The appeal arose from a lawsuit to clarify an arbitration award concerning an alleged breach of a corporate merger agreement containing a binding arbitration clause. The federal district court found the arbitration panel had...more

Private equity and M&A on the move

The M&A market is on the move. According to Mergermarket, global M&A was valued at US$599.1 billion in Q1 2014, up 33.2 percent from the same period last year. The average deal size over the same period was US$ 374.4 million,...more

EU Merger Law May Soon Extend To Minority Acquisitions

Economically, minority shareholdings — ranging from minimal passive investments to strategic control — are a significant phenomenon. Globally, however there is a wide variety of approaches to antitrust regulation of these...more

Technical infringements receive stiff fines from the European Commission

Both the Electrabel case and the Marine Harvest case serve as harsh wake-up calls that companies and their antitrust advisers must adopt a high level of caution when analysing whether a transaction must be notified under the...more

Five Keys to Reducing Behavior Risk During Mergers, Acquisitions and Other Major Organizational Change

A recent blog post by Ethics Resource Center President Pat Harned, reported on findings from the ERC 2013 National Business Ethics Survey (NBES) of significantly more observed misconduct in companies that are under stress...more

Keeping Your Due Diligence System Manageable March 31, 2014 [Video]

Companies recognize the need to develop robust due diligence procedures to review, monitor and audit third-party intermediaries, prospective acquisition and joint venture partners, and vendors/suppliers. A due diligence...more

Editorial: Corporate Inversions No Signs Of Slowing Down

In a corporate inversion, a U.S. corporation — typically the parent of an affiliated group — becomes a wholly owned subsidiary of a foreign corporation through a merger into the foreign corporation's U.S. subsidiary or...more

District Court Clarifies Statute of Repose Timeline in Material Misstatement Case

The US District Court for the Eastern District of New York recently dismissed a class action claim, determining the reasserted claim violated the applicable statute of repose that requires all claims be brought within three...more

Preserving The Right To Foreclose After Accepting A Deed In Lieu

When a lender seeks to foreclose under a deed of trust, often a borrower who does not have the resources or incentive to resist the foreclosure will offer the lender a deed in lieu of foreclosure. This can be an attractive...more

Surviving the AG Conversion Process: Tips for Nonprofit Hospitals

Any manager of a nonprofit health facility involved in a sale, merger or other affiliation knows that undergoing such complicated transactions can become a major distraction from the day-to-day task of running the facility. A...more

Bingham McCutchen Reaches Out For BigLaw Merger Partners [Video]

July 22, 2014 (Mimesis Law) -- Casey Sullivan, reporter at Reuters, talks with Lee Pacchia about Bingham McCutchen's recent efforts to merge with another large law firm. According to Sullivan, the Boston based firm has made...more

CFIUS Process and Due Process: Presidential orders blocking transactions on national security grounds – the process, and the...

The President of the United States, acting upon the recommendation of the Committee on Foreign Investment in the United States (“CFIUS”) has the power to block or unwind any transaction – i.e., merger, acquisition, takeover...more

Comments Due August 25 on Comcast-Time Warner Cable-Charter Merger/Spin Off Transactions

FCC Sets Up Teams to Review Transactions - Last week the FCC made two important announcements concerning its review of the applications filed for approval of the Comcast – Time Warner Cable – Charter cable merger and...more

Antitrust Matters - July 2014 (Global)

In This Issue: - Back to the Future? Back to the Past! - Interview: African Merger Control: Interview with the COMESA Competition Commission EUROPE: *EUROPEAN UNION: - Comparing apples and...more

Mergers and Acquisitions Under the FCPA, Part I

Today, I begin a three-part series on mergers and acquisitions under the Foreign Corrupt Practices Act. Today I will review the pre-acquisition phase, focusing the information and issues you should review, tomorrow in Part...more

Doing Business in Canada: E-Commerce

E-COMMERCE - Canada has a vibrant Internet community. Because of the great expansion of the Internet in Canadian homes and businesses, Canada and its provinces have, in recent years, regulated Internet activity and...more

M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding...more

Cross-Border Conversion of a Company in the European Union

Traditionally, a cross-border “migration” of a company from one European Union (EU) Member State to another EU Member State, while technically possible, has been cumbersome and costly. Such a migration would involve either a...more

Court of Federal Claims: Merged Corporations are the Same Taxpayer for Interest Netting

In Wells Fargo, the Court of Federal Claims held that a taxpayer may net underpayment balances and overpayment balances among merged entities under Section 6621(d). Section 6621(d) provides that, to the extent the “same...more

In re TriQuint Semiconductor, Inc. S'holders Litig., C.A. No. 9415-VCN (Del. Ch. Jun. 13, 2014) (Noble, V.C.)

In this letter opinion denying plaintiffs’ motion to expedite, the Court of Chancery held that plaintiffs, shareholders of TriQuint Semiconductor, Inc. (“TriQuint” or the “Company”), failed to assert a colorable claim that...more

The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote [Video]

Latham & Watkins partner Michael Dillard explains the M&A term Naked No Vote, where the target company shareholders vote against the proposed business combination at the special meeting in the absence of a superior proposal....more

"First-Half Activity Energizes US Capital Markets in 2014"

The U.S. equity and debt markets experienced a strong first half of the year. In the first quarter, the U.S. IPO market was the busiest since 2000, more than doubling the number of IPOs from the same period last year. ...more

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