Mergers

News & Analysis as of

Acquisitive Reorganizations Under 367(b) (Updated)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

Insurance for Emerging Companies: Understanding the Insurance You Have

Our Insurance Recovery Group is often asked to help emerging companies understand their insurance program and assist with claims. This is the first in a series of posts that will address the insurance issues impacting growing...more

[Event] 2nd Annual West Coast Ambulatory Surgery Center Seminar - October 6, Los Angeles, CA (Early Bird Registration ends Aug....

Please join us for Nossaman LLP's 2nd Annual West Coast Ambulatory Surgery Center Seminar and learn from seasoned industry experts the key strategies for successfully navigating healthcare's rocky shores relating to ASCs,...more

Anthem-Cigna Mega Merger Likely Problematic for Providers

Anthem announced on July 24, 2015 that it would purchase Cigna, just three weeks after Aetna agreed to buy Human for $37 billion. The deal is valued at $54.2 billion, and would create the United States’ largest health insurer...more

Competition News July-August 2015

French merger control: The Competition Authority agrees to approve the prospective acquirer of assets sold by the purchaser - On May 15, 2015, the Competition Authority authorized, subject to certain conditions, the...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Perspectives on Insurance Recovery

Welcome to the latest edition of Pillsbury’s Perspectives on Insurance Recovery. As this 2015 edition of Perspectives demonstrates, our team is working on the most challenging issues—from cyber-insurance and complex claims...more

Texas Takes Step Toward Approving Charter/TWC Cable Merger

With approval of their proposed merger pending in the FCC, Charter and TWC recently filed an application to amend service provider certifications of operating authority with the Public Utility Commission of Texas. On Friday,...more

Could Your Employees Be Eligible for FMLA Leave on Their First Day of Work? The Answer Could Be Yes

It would be easy for employers to assume that they need not worry about an employee’s eligibility for Family and Medical Leave Act (“FMLA”) leave until at least one year has passed since the employee began working for the...more

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more

Charter/Time Warner Tout Benefits, Seek Approval of Merger in State and Federal Filings

Local Governments Can Protect Themselves and the Public By Filing Comments - Charter Communications, Inc., Time Warner Cable Inc. and Advance/Newhouse Partnership recently filed a public interest statement with the FCC...more

New Developments in Estate and Gift Tax Valuation Cases

A number of recent cases highlight particular issues in valuation of assets for purposes of the estate and gift tax. On July 6, 2015, the Internal Revenue Service settled Estate of Davidson v. Commissioner, T.C. Docket No....more

Merging Cable Companies List Benefits for FCC Approval

Charter Communications, Inc., Time Warner Cable Inc. and Advance/Newhouse Partnership recently filed a public interest statement with the FCC seeking approval of the proposed merger of the companies. The FCC must determine...more

Aetna to Acquire Humana for $37 Billion

According to data supplied by the companies (pdf), Aetna is the larger of the companies, with 23.67 million medical members to Humana’s 9.77 million. Aetna also has a larger dental insurance business, with 15.56 million...more

Divestiture Offer Fails to Save Merger Where FTC Wins on Market Definition Based on Customer Type

Eighteen months after the deal was first announced, Sysco Corporation (“Sysco”) and US Foods, Inc. (“USF”) abandoned their $3.5 billion merger following the Federal Trade Commission’s (the “FTC” or “Commission”) decisive...more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Four Things You Should Know About FTC v. Sysco Corp.

On June 29, 2015, following an eight-day evidentiary hearing, a federal district court granted the Federal Trade Commission’s (FTC)request for a preliminary injunction to block an $8.2 billion proposed merger between the two...more

Guide To Doing Business in New Zealand: Trade Practices & Consumer Protection (Updated)

TRADE PRACTICES AND CONSUMER PROTECTION - New Zealand has extensive laws dealing with trade practices and consumer protection matters. TRADE PRACTICES - Competitive business activity in New Zealand is...more

July Antitrust Bulletin

On June 29, 2015, Sysco Corp. announced that it was pulling the plug on its $3.5 billion proposed merger with US Foods Inc. The news comes less than a week after a Washington, D.C., federal judge concluded that the Federal...more

What Is The FTC Looking At When It Reviews Merger Agreements?

In our last post, we spoke about a proposed merger between office supply chains Office Depot and Staples. As we noted, Office Depot shareholders recently voted to go forward with the acquisition, but the Federal Trade...more

FCC Begins Review of Charter Communications and Time Warner Cable Merger

Local governments may also have authority to review, raise concerns and seek conditions to protect their communities - The Federal Communications Commission has opened a proceeding to review the proposed merger...more

Opportunity in FCC Review of Charter Communications and Time Warner Cable Merger

The Federal Communications Commission has opened a proceeding to review the proposed merger announced in May between Charter Communications Inc. and Time Warner Cable Inc., and the associated acquisition of Bright House...more

FTC Scores Decisive Win in Challenge to Food Distribution

On Tuesday, a federal judge issued an injunction blocking the Sysco – US Foods (“USF”) merger pending further administrative review by the FTC. The move, which ended Sysco’s acquisition plans, represents a decisive victory...more

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