News & Analysis as of

Don't believe the hype

Fiduciary assets may not be the most obviously attractive business units within financial services, but steady profits and the opportunity for consolidation are enough to keep financial sponsors interested. Some of the...more

A new alternative

Traditionally, private equity investors kept their distance from the financial services sector due in part to its complexity, high capital requirements and a heavily regulated environment. The banking collapse in 2008,...more

Financial institutions M&A: How financial sponsors are changing the landscape in Europe - Is current interest in financial...

Financial sponsor activity in European financial services M&A has never been stronger. According to Mergermaket, during the first ten months of 2015, private equity buyouts accounted for 20 percent of all European M&A...more

A pan-European opportunity

Many commentators consider that the growing trend of financial sponsor investment in financial services is limited to a handful of countries in Europe. Deal data, however, show that investors with an appetite for banks and...more

Global merger control: Charting a route to port

As investors scour the world for growth, regulators are placing cross-border deals under ever greater scrutiny, and a new regulatory world order is emerging. Understanding it is essential. Merger control: Getting your...more

Lessons to keep in mind for your next complex global deal

Antitrust assessment by regulators around the world is becoming increasingly more complex and less predictable. And with global M&A activity approaching boom levels, companies need to plan carefully when preparing for their...more

SEC Staff Legal Bulletin Clarifies Shareholder Proposal Exclusion Analysis

The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Division) has issued Staff Legal Bulletin No. 14H (SLB14H), which contains guidance on the exclusion of shareholder proposals that...more

"SEC Staff Issues Revised Guidance on Unbundling of Shareholder Votes in M&A Deals"

The staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (Staff) recently published revised guidance regarding the "unbundling" of matters presented for shareholder votes in connection...more

The globe-trotter's guide to merger control: How to avoid falling into traps

Having a sound knowledge of the intricacies of merger control regimes and thresholds is essential when guiding a complex crossborder M&A deal over regulatory hurdles to successful completion. With global cross-border M&A...more

National security clampdown on foreign deals

Countries around the world have been increasingly focusing on national security reviews of foreign direct investments into their markets. The three countries where national security reviews can potentially have a...more

Gun-jumping triggers trouble

In merger control, gun-jumping refers to two distinct types of prohibited practices: failure to notify authorities of a transaction triggering merger thresholds, and implementing a notified transaction before receiving merger...more

Never say never

When circumstances change, regulators can reverse previous decisions on merger rulings, encouraging companies to reconsider transactions that they initially believed were too challenging to pursue. Many potential mergers...more

Endologix, Inc. To Merge With TriVascular Technologies, Inc.

According to a recent press release, Endologix, Inc. and TriVascular Technologies, Inc. have entered into a definitive merger agreement. The merger, in which TriVascular will survive as a wholly-owned subsidiary of...more

Remedies in multijurisdictional merger control: Curse or cure?

The rising number of enforcers imposing remedies in international merger control increases the level of uncertainty around whether and in what form a complex deal can be navigated through competition authorities....more

Below-threshold transactions: Enforcement and exposure

Whether a jurisdiction will investigate a consummated deal that did not require pre-close notification varies widely by country. The US and China provide examples to highlight the range of approaches to merger control where...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Netherlands

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? A transfer of undertaking exists if an economic entity is transferred and retains its identity. In the event of a transfer of undertaking, the...more

Don’t Get Caught with your Transition Services Down (part 2 of 2)

In the first installment of this post, I posited that one factor contributing to disappointing results following a merger or acquisition is the flawed perception that transition services are not that important. I noted that...more

Merger Price Is Best Evidence of Fair Value in Appraisal Action

The practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy....more

Fall Webinar Line-up: Ediscovery, Second Requests and Antitrust Litigation

Kroll Ontrack recently presented a webinar, Ediscovery Considerations in Second Requests and Antitrust Litigation, detailing the common issues and considerations counsel should keep in mind when dealing with ediscovery in M&A...more

3D Printing Partnership: 3D Medical Limited to Acquire Mach7 Technologies

3D Medical Limited (ASX: 3DM) recently announced that it has entered into a binding Heads of Agreement (HOA) to purchase 100% of shares issued in Mach7 Technologies. According to the agreement, 3D Medical will issue 460...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

November Antitrust Bulletin

On October 6, the Federal Trade Commission (FTC) filed a complaint for civil penalties against investor Len Blavatnik for his failure to report voting shares that he acquired when he, via his company Access Industries,...more

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

Health Care Mergers Come Under Scrutiny

In July, 2015, Aetna struck a deal to buy Humana for $37 billion, which would cover 33 million members. Merging with Humana would give Aetna more than one-quarter of the total Medicare Advantage market, analysts say. In...more

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