Mergers

News & Analysis as of

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Alert: Antitrust 2017: Trends and Developments to Watch

1. Transition to a Trump Administration is top of the agenda - President-elect Donald Trump's DOJ and FTC transition team appointments and public short list of candidates to run the agencies indicate that antitrust...more

Day 10 of 30 Days to a Better Compliance Program, Mergers and Acquisitions [Video]

A company that does not perform adequate due diligence prior to a merger or acquisition may face both legal and business risks. Perhaps, most commonly, inadequate due diligence can allow a course of bribery to continue - with...more

Deals and Data: Cybersecurity M&A Due Diligence

Cybersecurity due diligence is quickly becoming part of standard best practices in Merger & Acquisition (“M&A”) deals. Traditionally, the primary goal of due diligence is to investigate the target of a merger or acquisition...more

Blog: Data Points from Recent Appraisal Decisions

As concerns over the potential exercise of appraisal rights are increasingly being factored into deal price, data points from recent Delaware appraisal decisions may help inform a party of its appraisal risks and, if an...more

The AHA’s Letter to Santa Claus

The American Hospital Association, after having been “nice” all year, penned its letter to Santa Claus with its wish list for Christmas. Its four page letter (actually addressed to President-Elect Donald Trump at 1717...more

Announcing Must-Have Treatise on Business Divorce Litigation

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

Three Chinese Citizens Charged with Hacking New York Law Firms

Preet Bharara, the U.S. Attorney for the Southern District of New York announced that three Chinese citizens have been charged for attempting to hack into seven law firms that were involved in mergers and acquisitions, in...more

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

Protecting Large, National Customers in Merger Enforcement—A Temporary Trend?

The past year has seen some significant and interesting challenges brought by the federal antitrust agencies in the merger space. There has been evidence for years of the agencies’ aggressive willingness to litigate. And...more

Court Of Chancery Explains Limits On Stockholder Challenges To Short-Form Mergers

It is well understood that minority stockholders have limited rights to object to a short-form merger under Delaware law. This decision affirms that minority stockholders cannot challenge the merger on fairness grounds...more

Assessing the Trump Administration’s Approach to Antitrust and Unfair Competition

As President-elect Donald Trump prepares to take the helm of the executive branch of the federal government, many are asking how he will approach antitrust regulation. Conventional wisdom holds that Republicans are more...more

I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. No. 11893-VCG (Del. Ch. Dec. 6, 2016) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery rejected defendants’ argument that certain fiduciary duty claims asserted by a pension fund with respect to a squeeze out merger adhered to the stock received as consideration...more

Top Takeaways: State of the Current Southeastern M&A Market

Kilpatrick Townsend partner David A. Stockton recently joined other industry leaders at the “BDO 2016 Year-End Client Conference” in Atlanta. Mr. Stockton, along with fellow panelists representing investment bankers, fund...more

Blog: Why we Expect Private Equity to Invest More in Tech in 2017

With all the analysis on domestic and international political events and their potential impact on M&A trends, it’s easy to miss that 2016 represented the continuation of a meaningful paradigm shift in private equity. With...more

Anthem and Aetna Merger Trials Begin

While the election of Donald Trump as the nation's next president is clearly the biggest news in Washington over the last two months, for the insurance industry, big news has also been made at the federal district courthouse....more

Limited Partners Take a Licking in Two Delaware Supreme Court Decisions

Notwithstanding the ascendency of the limited liability company, the Delaware limited partnership continues to serve as an important, tax-advantaged vehicle for certain capital-intensive ventures — especially in the energy...more

"Hong Kong Regulatory Update - December 2016"

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong...more

Indictment Issued in Law Firm Hacks

In what New York’s top federal prosecutor called a “wake-up call for law firms around the world,” three Chinese citizens have been charged with hacking into the servers of two prominent – but unidentified – international law...more

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Key Challenges for Chinese Investors in Europe and How to Tackle Them

What are some of the key hurdles and obstacles for Chinese investors in Europe? Tips on how to manage them. Chinese outbound foreign direct investment ("ODI") has grown rapidly in Europe. 2016 was no exception, and...more

President-Elect Trump Has Once-in-a-Century Opportunity to Substantially Revise the FTC’s Law Enforcement and Regulatory Agenda

SUMMARY: Regulatory reform is the “cornerstone of the Trump administration,” and incoming President Donald Trump has a unique opportunity to quickly and substantially influence Federal Trade Commission (FTC) policy through...more

The Planogram – The Future of Bad Beer

The recent rush of brewery mergers follows a much longer trend of consolidation of the wholesale tier. State beer franchise laws, like ones in Pennsylvania, promote these wholesale consolidations, but that’s another story...more

Mergers & Acquisitions: Trends to Watch in 2017

Canadian M&A activity rose once again in 2016, surpassing a record-breaking 2015 to become the most active year in Canadian deal-making history. In terms of deal value, 2016 will be second only to the peak of 2007....more

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