News & Analysis as of

Mergers

Cadwalader, Wickersham & Taft LLP

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

Arnall Golden Gregory LLP

AGG Talks: Women in Tech Law Podcast - Episode 4: Preparing for a Transaction? What Emerging Growth Companies Need to Know

In this episode, AGG Corporate partner and member of the firm’s Women in Tech Law, Paula Nagarajan, is joined by Jenea Bradley, an audit partner at Deloitte, to discuss the critical aspects of preparing for a transaction,...more

Orrick, Herrington & Sutcliffe LLP

DOJ announces its withdrawal from the 1995 Bank Merger Guidelines

On September 17, the DOJ announced its withdrawal from the 1995 Bank Merger Guidelines, stating the 2023 Merger Guidelines will be the only authoritative statement across all industries. This decision followed collaboration...more

Orrick, Herrington & Sutcliffe LLP

OCC releases final rule on the Bank Merger Act

On September 17, the OCC approved a final rule amending its procedures for reviewing applications under the Bank Merger Act. The rule will aim to provide clearer guidelines for institutions regarding the OCC’s review process...more

Nelson Mullins Riley & Scarborough LLP

New OCC Bank Merger Act (BMA) Guidance

The Office of the Comptroller of the Currency (OCC) released guidance regarding its planned changes to the Bank Merger Act (BMA).  The New Rule: Explicitly adds financial stability as a key factor for assessing mergers,...more

Baker Botts L.L.P.

Competition Currents: Summer's Hottest Headlines and Future Forecast

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Put down the lemonade and break out the pumpkin spice: summer is coming to an end. And while you were in the pool – or maybe just answering emails poolside – the antitrust agencies showed no signs of a summer slowdown. Before...more

Goodwin

Antitrust & Competition Healthcare Quarterly Update Q2 2024

Goodwin on

In the second quarter, federal and state antitrust enforcers continued their intense scrutiny of consolidation in the healthcare market by implementing new initiatives and laws designed to gather additional information...more

Cooley LLP

What’s Going On With Trump’s Lockup?

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The impending expiration of the lockup agreement in the context of Trump Media & Technology Group Corp. (Nasdaq: DJT) raises some fascinating legal issues, as well as a once-in-a-lifetime case study on the market implications...more

Cooley LLP

13 Top Considerations for Tackling a Merger of Equals Transaction Like a Mastermind

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Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of equals – can yield positive...more

Morgan Lewis

Competition Commission of India Provides Updated Deal Value Threshold

Morgan Lewis on

Revising the merger control regime in India, the Ministry of Corporate Affairs on September 10 implemented certain provisions of the Competition Act, 2002 and Competition (Amendment) Act, 2023, and the Competition Commission...more

Kohrman Jackson & Krantz LLP

Revolutionizing M&A Due Diligence: How AI Tools Enhance Efficiency and Accuracy

In the realm of mergers and acquisitions (M&A), due diligence is a critical phase where a buyer’s acquisition team assesses potential risks and opportunities before finalizing the terms of an agreement to purchase its target...more

Schwabe, Williamson & Wyatt PC

Planning a Transaction in an Election Year? Stay The Course and Get Prepared

After slow deal flow last year, 2024 was expected to bring a resurgence in mergers and acquisitions as inflation eased and financing improved. In the first half of this year, transactions in the U.S. increased 6% over the...more

White & Case LLP

Land of the rising dissension: Japanese shareholder activism in focus

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A perfect storm of volatile market conditions and investor demands is brewing in Japan, fostering an environment ripe for increased shareholder activism in 2025 - Global shareholder activism surged in the first half of...more

White & Case LLP

High anxiety or real opportunity? Distressed M&A in Europe

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The number of distressed deals reaches record highs as challenging market conditions take their toll - European M&A saw a solid uplift in value in the first half of 2024. Western Europe saw US$390 billion of deals—a rise...more

Fisher Phillips

Guide Through The Mexican M&A Labyrinth: Top 10 Labor and Employment Considerations for Foreign Investors

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Una versión en español de esta Insight está disponible haciendo clic arriba. For foreign companies contemplating a merger with or acquisition of a Mexican company, understanding the labor landscape is crucial. Mexico’s...more

White & Case LLP

UK FDI Update: Key takeaways from the latest NSIA Annual Report

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The third Annual Report on the UK's National Security and Investment Act provides some valuable insights into the review process and how it continues to develop. We explore some of the key metrics and trends and what they...more

Womble Bond Dickinson

Earnout Deals Surge in Uncertain Times – What M&A Professionals Need to Know About Earnouts

Womble Bond Dickinson on

The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more

Allen Matkins

The Attorney-Client Privilege In M&A Transactions - A Decade Later

Allen Matkins on

In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger.   Great...more

Troutman Pepper

Antitrust Considerations in Long-Term Care — Assisted Living and the Law Podcast

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Assisted Living and the Law, hosted by Troutman Pepper attorneys Cal Stein and Emma Trivax, offers timely insights and practical advice on navigating the complex and evolving legal landscape of the long-term care industry. ...more

Cooley LLP

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

Cooley LLP on

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more

Lighthouse

Navigating Antitrust Enforcement: The Supreme Court Decision on Chevron Doctrine

Lighthouse on

Summary: Understanding the context of the Chevron doctrine decision is important to prepare for the unpredictability of antitrust enforcement. Our recommendations for in-house counsel help to jumpstart your game plan....more

Maynard Nexsen

SBA Proposes Rule That Will Change M&A Landscape for Small Business, Recertifications to Impact Award Eligibility

Maynard Nexsen on

The Small Business Administration ("SBA") recently issued a proposed rule that changes the effect of a concern's size recertification following mergers and acquisitions ("M&A") activity. Notably, the proposed rule is...more

Jackson Lewis P.C.

Amendment to CCPA Would Require Consumer OptOut Elections to be Preserved Following M&A Transactions

Jackson Lewis P.C. on

Data privacy and security risk and compliance issues relating to exchanges of personal information during merger, acquisition, and similar transactions can sometimes be overlooked. In 2023, we summarized an enforcement action...more

Holland & Knight LLP

California Ends the Legislative Session with Expanded Reporting Requirements, Less Clarity

Holland & Knight LLP on

Amendments made by the California Office of Health Care Affordability (OHCA) to its cost and market impact review (CMIR) regulations became effective on Aug. 22, 2024, and serve to expand the scope of the Health Care Quality...more

Morgan Lewis

Leveraging Legal Expertise in M&A Transactions to Drive Business Success

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Given the significance of strategic transactions such as mergers, acquisitions, or dispositions, it is likely that in-house counsel has competent external counsel that it can leverage to do much of the heavy lifting regarding...more

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