The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine
You reach the point in the sale of almost every public company where the buyer wants an exclusivity agreement. Lawyers representing the target wring their hands about the effect of an exclusivity agreement and the effect of...more
In a recent Opinion Procedure Release (OPR), Number 14-02, the U.S. Department of Justice expressly limited successor liability for a US company purchasing a non-US company that had paid bribes in the past. In so doing, DOJ...more
The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more
The U.S. Department of Justice just issued its most recent Foreign Corrupt Practices Act opinion release, only the second in 2014. The requestor, a publicly traded U.S. consumer products company, sought an opinion as to...more
Here are three privacy stories to start your week -
1. Dear “financial institution” : how is your data security?!
Senator Elizabeth Warren (D-Mass) announced (press release) that on November 18 the Senator...more
The Department of Justice (“DOJ” or the “Department”) just issued its most recent FCPA Opinion Release, only the second in 2014. The Requestor, a publicly traded U.S. consumer products company, sought an opinion as to whether...more
While Japanese companies have been investing in Israel for the past two decades, M&A activity has picked up significantly, concentrated in the science and technology (S&T) sectors....more
One of my favorite words in the context of Foreign Corrupt Practices Act (FCPA) enforcement is dis-link. I find it a useful adjective in explaining how certain conduct by a company must be separated from the winning of...more
The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified.
At least five MLP M&A transactions have been...more
Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more
Managing Compliance Risks in M&A Transactions -
Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more
MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders.
In the first half of 2014, master limited partnership (MLP) mergers and...more
In Ageas (UK) Ltd v Kwik-Fit (GB) Ltd & anr  EWHC 2178 (QB), 4 July 2014, in a claim for breach of warranty under a share purchase agreement, the defendant's warranty and indemnity insurer, AIG, argued that the...more
The ruling caps fines on companies with historic cartel exposure that are acquired by large companies and increases predictability of future antitrust exposure stemming from pre-acquisition conduct.
On 4 September...more
High-profile or highly profitable firms are no longer the sole targets of post-merger divestitures by antitrust enforcers. Today, firms that have little or no revenues, including some that operate in emergent industries with...more
When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more
EU Competition Commissioner Joaquín Almunia recently cited the French initiatives to block the GE-Alstom deal as an example of “worrying signals of protectionist threats” in Europe. France is not, however, to be singled out....more
We have been working on a number of private company mergers and acquisitions transactions this year where the technology and the intellectual property of the target company (the “Target”) are the key value drivers for the...more
The governor of Delaware recently signed into law previously proposed amendments to Section 251(h) of the Delaware General Corporation Law (“DGCL”), which make Section 251(h) more accessible to deal parties by...more
Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more
In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more
Latham & Watkins partner Michael Dillard explains the M&A term Naked No Vote, where the target company shareholders vote against the proposed business combination at the special meeting in the absence of a superior proposal....more
Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail?
The Rise and Fall of Greenmail -
During the heyday of...more
Latham & Watkins partner Michele Johnson explains the M&A term Go Shop, a term used to describe both a standard of judicial review and a required determination by the Board of Directors of the target company. For additional...more
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