Mergers

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Insurance Antitrust Legal News - November 2014 - Volume 3 - Number 6

Plaintiff Files Third Amended Antitrust Claim Against Highmark - A long running antitrust dispute in Western Pennsylvania continued on October 1, when a Pennsylvania hotel (Cole’s Wexford Hotel) filed a third amended...more

Tax Court Rules Corporate Merger of Family-Owned Businesses Results in Substantial Taxable Gift

In September, the Tax Court issued its opinion in Cavallaro v. Commissioner, T.C. Memo 2014-189, holding that a merger of two family-owned businesses resulted in a $29.6 million gift from Mr. and Mrs. Cavallaro to their three...more

Pennsylvania Significantly Updates Laws Governing M&A/Conversion

On October 22, 2014 House Bill 2234 became effective, establishing Pennsylvania’s “Entity Transactions Law”, a version of the Model Entity Transactions Act (META) which will streamline and make more uniform the way in which...more

Can Undue Concentration in Financial Companies Threaten Market Stability? New Federal Reserve Merger and Acquisition Regulation...

The new year will bring new restrictions on banks and certain large financial institutions, as the Federal Reserve Board issued a final rule prohibiting financial companies from merging if the ratio of the resulting entity’s...more

Merger Control: Overview and updates in Thailand

Over 100 jurisdictions have adopted merger control rules around the world which apply generally to mergers, joint ventures, takeovers and acquisitions. Each country has its own set of jurisdictional thresholds to determine...more

Delaware Court of Chancery Provides Guidance on Controlling Stockholder Issues

In a new decision, In re Crimson Exploration Inc. Stockholder Litigation, Vice Chancellor Donald Parsons of the Delaware Court of Chancery provides guidance on when, particularly in the deal context, a significant but...more

Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values...more

Global HR Hot Topic—November 2014: Employment Law Toolkit for Cross-Border M&A Deals

Some years ago, a leading London corporate lawyer told The New York Times that in "merging two regular companies...you just do it and sort out the people issues afterwards." (A. Sorkin, "A Lawyer's Lawyer: Bridging Borders,"...more

2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their...more

M&A Update: No Control, No Conflict, No Problem

On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest...more

Q&A With Carlton Fields' Seth Joseph

Seth P. Joseph is a shareholder in Carlton Fields Jorden Burt PA's Miami office, focusing his practice on securities and mergers & acquisitions, including both domestic and cross border assignments. He represents corporate...more

Affordable Care Act in Mergers and Acquisitions: New Guidance from Internal Revenue Service

In Notice 2014-49, the Internal Revenue Service (“Service”) issued guidance on how to avoid potential penalties under the Affordable Care Act (“ACA”) in connection with mergers and acquisitions (“M&A”). The notice provides a...more

Black Horse Capital, LP v. Xstelos Holdings, Inc., C.A. No. 8642-VCP (Del. Ch. Sept. 30, 2014) (Parsons, V.C.)

In this decision, the Court of Chancery granted defendants’ motion to dismiss, finding that it could not enforce the plaintiffs’ alleged oral agreement where the related written agreements make no reference to any prior...more

Texas Court Refuses to Apply Texas Choice of Law in Non-Compete Fight Involving Texas Bank

A recurrent theme in non-compete litigation is the overriding importance of choice-of-law. The latest example comes to us from the United States District Court for the Southern District of Texas and pits a Texas choice-of-law...more

In re Cornerstone Therapeutics Inc. S'holder Litig., Consol. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014) (Glasscock, V.C.)

In this opinion on a motion to dismiss, the Court of Chancery held that, in a controller transaction governed by entire fairness review, a plaintiff need not specifically plead non-exculpated breaches of duty as to...more

Public M&A: End Of The False Dawn

With an increase in sizeable, highly strategic public M&A transactions in key markets, we assess the regulatory and market challenges now confronting bidders, from activist shareholders to bid defence mechanisms and tighter...more

New LLC Act May Curtail Authority Of Managers Of Pre-Existing LLCs

California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced...more

Governance & Securities Law Focus: Europe Edition - October 2014

In this issue: - EU DEVELOPMENTS - European Commission Launches Public Consultation on Proposals to - Improve EU Merger Control - ESMA Publishes Final Guidelines on Enforcement of Financial...more

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European...more

U.S. Treasury Tries to Clamp Down on Tax Inversions

Lately, the media has focused on tax inversions, most recently when Burger King announced that it will purchase Tim Hortons, a Canadian company, but what are they?...more

New Treasury Regulations Target Corporate Inversions

Last week, the Internal Revenue Service and Treasury Department announced a number of new regulations intended to make it more difficult to qualify for tax advantages associated with inversion transactions and reduce certain...more

Stop the Presses!

A recent client alert warned of impending changes in the California non-profit hospital world because of a new bill giving the Attorney General’s office greater powers than ever before to approve, deny, or modify mergers...more

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

FTC Continues Aggressive Scrutiny of Hospital Mergers

A recent New York Times article highlighted new developments regarding the Federal Trade Commission’s (FTC) continued focus on hospital mergers. Although the FTC’s enforcement has been well-documented over the past few...more

In re Nine Systems Corp. S'holders Litig., Consol. C.A. No. 3940-VCN (Del. Ch. Sept. 4, 2014) (Noble, V.C.)

In this 146-page post-trial opinion addressing claims challenging a 2002 recapitalization of Nine Systems Corporation (“Nine Systems”), the Court of Chancery held that a conflicted transaction resulting in a fair price...more

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