Mergers Acquisitions

News & Analysis as of

Corporate Investigations and White Collar Defense - March 2017

DOJ's New Guidance for Evaluating Corporate Compliance Programs - Why it matters: On February 8, 2017, the DOJ released, to little fanfare, a new guidance document entitled "Evaluation of Corporate Compliance Programs."...more

Allowability of Legal Costs

The next in our Infographics series walks through the allowability of costs for certain in-house legal services. It provides a quick guide to when a contractor’s legal costs may, and may not, be charged to the government....more

Employment Authorization Issues Arising From Corporate Restructuring

American business experienced a near record number of mergers and acquisitions in 2016, and this trend is likely to continue in 2017. Such corporate transactions raise a number of legal issues, including employment issues....more

China’s rise in global M&A: Here to stay

- China has become a key player in global cross-border M&A. Following almost a decade of consistent double-digit growth, in 2016 China became the second-largest global investor behind the United States with US$140 billion in...more

Disclosure Only Settlements - the Effect of Choice of Law

The Delaware Courts took a significant step in 2016 to reduce the filing in Delaware of lawsuits aimed at procuring disclosure only settlements (meaning settlements that involve only the provision of additional information...more

Infrastructure M&A: Journey to the non-core: The shift to non-core infrastructure-who’s investing where?

HEADLINES -   - Between 2010 and 2016, more than half (53 per cent) of all non-core infrastructure investment was made by infrastructure funds - In value terms, transport (41 per cent) and power (28 per cent)...more

Infrastructure M&A: Journey to the non-core: Six steps to non-core infrastructure success

Infrastructure funds are increasing their capital allocations to non-core sectors, although in doing so they will need to take on increased risk and operate outside an established regulatory environment. There are six steps...more

THE LATEST: Further Efforts to Broaden the Scope and Impact for CFIUS Reviews of Foreign Acquisitions of US Businesses

We reported earlier on the Committee on Foreign Investment in the United States (CFIUS) and its legal and practical authority to review M&A transactions for possible risks to US national security posed by foreign ownership of...more

Three Lessons All Companies Can Learn from the Data Breaches that Cost Yahoo $350 Million

Yahoo Inc. recently disclosed three massive data breaches, which compromised the personal information of 1.5 billion users and cost Yahoo $350 million in its acquisition by Verizon Communications Inc. Additionally, the...more

The Impact of Cybersecurity Concerns on M&A Activities is Growing: eDiscovery Trends

This is the second story that I’ve covered in the past several months where cybersecurity concerns impacted merger and acquisitions. See below for more on the first one… After Verizon Communications took a $350...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Optum-SCA Merger Could Signal Renewed Payer Interest in Providers

In January, UnitedHealth Group’s health services arm Optum announced it would acquire Surgical Care Affiliates (SCA), one of the nation’s largest and most well-respected ambulatory surgery center (ASC) and surgical hospital...more

Corporate Law & Governance Update - March 2017

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

DOJ Releases Guidance on Corporate Compliance Programs

On February 8, 2017, and without the fanfare that often accompanies new policy guidance, the Fraud Section of the U.S. Department of Justice (DOJ) issued a new guidance document on corporate compliance programs (Compliance...more

5 Must Ask IP Due Diligence Questions in Corporate Transactions

When would a company undergo intellectual property due diligence? - Konstantin Linnik: Any corporate transaction involving IP assets necessitates diligence: merger, acquisition, IPO, investment (such as a venture...more

The flood of inbound M&A and outlook for 2017

Despite its political turbulence, 2016 was a blockbuster year for inbound mergers and acquisitions in the US. According to Bloomberg, US inbound M&A hit an all-time peak of $586.7 billion, a 35.15 percent hike from 2015. In...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

THE LATEST: FTC Determines Behavioral Remedies are Sufficient to Fix Offshore Natural Gas Pipeline Overlap

The Federal Trade Commission (FTC) recently granted US antitrust clearance for Enbridge’s acquisition of Spectra after the parties agreed to behavioral commitments to remedy an overlap for natural gas pipeline transportation...more

DOJ Issues New Corporate Compliance Guidelines; Document Outlines Criteria for the Criminal Division’s Evaluation of Corporate...

Recently, and without the fanfare that often accompanies new policy guidance regarding corporate fraud, the Fraud Section of the Department of Justice posted a document on its website entitled “Evaluation of Corporate...more

Data Breaches Will Cost Yahoo and Verizon Long After Sale

Five Things You (and Your M&A Diligence Team) Should Know - Recently it was announced that Verizon would pay $350 million less than it had been prepared to pay previously for Yahoo as a result of data breaches that...more

Blog: 2017 M&A Trends Series: Negotiating Anti-Reliance Language

Buyers continued to assert fraud claims in private deals with increasing alacrity. In a typical claim, a buyer may allege that management provided information during due diligence regarding the company that misrepresented the...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Blog: 2017 M&A Trends Series: Appraisal Risks Factor High

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

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