A CFIUS Roundup: Polaris Financial
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
Morrison & Foerster corporate partner Jeff Bell discusses developments in the CFIUS arena....more
In the last six months, various legal developments have taken place in the field of securities law in France.
1. The Law of 29 March 2014 introduced certain legal and regulatory provisions relating to takeover bids...more
Recent U.S. Cases Highlight Liability Risks to Executives in Mining, Heavy Industrial Transactions -
Historically, corporate executives rarely faced personal or criminal liability resulting from mining or environmental...more
On 15 September 2014, the Code Committee of the Takeover Panel issued Consultation Paper PCP 2014/2 (the “Consultation”). The Consultation suggested various changes to the Takeover Code (the “Code”) to deal with the treatment...more
FCPA Opinion Release provides insight into the jurisdictional reach of the FCPA and the level of due diligence the DOJ expects.
On November 7, 2014, the US Department of Justice (DOJ) issued its second and final...more
In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more
On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more
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
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