News & Analysis as of

Target Company

EU & Competition Law Update – September 2017

by Bryan Cave on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European...more

New Merger Thresholds for Italian Transactions

by Jones Day on

The Background: On August 2, 2017, the Italian Parliament approved the Law on Market and Competition, which provided a new set of pre-merger filing thresholds. After publication of the law in the Official Gazette on August...more

PMI – An Insider’s Guide – Part 2: What to do When You’re Asked to Assist in a Potential Acquisition – Between Signed and Closed...

by Patrick Law Group, LLC on

Your day starts with headlines screaming across the Internet – your company has acquired a particular entity (“Target”). The office is buzzing with the news and potential impacts – what does this mean for my role now and in...more

Panel orders sale of shares, even though no contravention of law

by DLA Piper on

The Australian Takeovers Panel has ordered the sale of shares by two connected parties that were seeking to exert control over a target company, even though the parties were not associates and their action did not contravene...more

Taxpayers Bear The Tax Consequences Of Business Decisions

by Farrell Fritz, P.C. on

It is a basic precept of the tax law that the substance of a transaction, rather than its form, should determine its tax consequences when the form of the transaction does not coincide with its economic reality. This...more

Amended German Investment Controls: Increased Scrutiny and Delays for German Target M&A Deals with Non-EU Buyers

by Dorsey & Whitney LLP on

In line with an apparent trend towards tighter trade and investment controls in various countries, the German government last week adopted stricter rules on investments in German companies by non-EU parties (an EFTA-based...more

Target Reaches $18.5 Million Dollar Settlement in Data Breach with States

It seems as though we have been writing about this case for a lifetime. Target Corporation’s data breach saga came one step closer to a conclusion this week. On Tuesday, Target reached an $18.5 million settlement with 47...more

M&A Global Intelligence Series: Pricing Mechanisms

by DLA Piper on

In any M&A transaction, one of the fundamental matters to be agreed by the parties (usually at an early stage) is what approach will be used to calculate the purchase price, including whether or not there will be any...more

Top 10 Issues for Employers, Issue #8: Employment Considerations in Business Transactions

This is the eighth instalment in our Top 10 Issues for Employers series, focusing on employment considerations in business transactions. Specifically, this instalment discusses key employment and labour issues that a...more

Will New Spanish Dividend Rules Cause Pain for Private Equity in Spain?

by Latham & Watkins LLP on

Recently effected reforms to Spanish dividend protections for minority shareholders should cause European dealmakers to review deal terms more closely in 2017. Outright acquisition of businesses is unusual in Spain, 83% of...more

A Buyer’s Guide to Acquiring Target’s Assets With A Stepped-Up Basis

by Farrell Fritz, P.C. on

The last few posts have focused upon the “tax-free” contribution of property to a partnership. Today, we’re “doing a 180,” as they say (whoever “they” are), and considering how the acquisition of assets may be structured so...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

Anticipating Activism: Implications for Your 2017 Annual Meeting of Stockholders

by Latham & Watkins LLP on

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

Viewpoint: Preserving Privilege over Communications in the Aftermath of a Data Breach

While there are no guarantees as to which communications will ultimately be protected by privilege, a company can increase its odds of creating a sphere of privilege-protected communications in the aftermath of a data breach...more

Here’s the Story of a Lovely Merger: E-Discovery Preparedness During the M&A Process

by Exterro, Inc. on

When I think of mergers, I can’t help but hum the tune to the Brady Bunch theme and imagine the grid of squares, each with the smiling face of that lovely lady and her daughters, and the man named Brady and his sons. If only...more

Earn-out Pitfalls for Business Owners

by Davis Wright Tremaine LLP on

Recently, a couple of business owners received an offer to buy their company. The potential buyer proposed paying 25% of the Company’s value in cash up front and paying the remaining 75% over time, contingent on certain...more

Warranty and indemnity insurance gaining traction in ASEAN

by Reed Smith on

While the use of warranty and indemnity (W&I) insurance has become relatively commonplace in the U.S. and European M&A markets over the last decade or so, it has struggled to gain a meaningful foothold in ASEAN during the...more

Seven Tips for Food & Beverage Transactions in the Middle East

by King & Spalding on

Parties purchasing Middle East-based companies operating in the retail and wholesale food and beverage sector with a focus on companies in Saudi Arabia and the United Arab Emirates (“UAE”) are facing some common issues....more

The Mergers and Acquisitions Incentive Scheme for Singapore companies

by Dentons on

The mergers and acquisitions (M&A) allowance and stamp duty relief schemes together form the M&A Scheme. This scheme was first introduced in Budget 2010 to encourage companies in Singapore to grow their businesses through...more

Three Key Words for New Startups: Document, Document, Document

by Bryan Cave on

When you are starting a company, the last thing you want to think about is paperwork, particularly dense legal agreements between your other cofounder(s) and your new company. But as burdensome as it can seem now to properly...more

Data Privacy Due Diligence: Questions to Consider in a Merger or Acquisition

by Bryan Cave on

The FTC can hold an acquirer responsible for the bad data security and privacy practices of a company that they acquire. Evaluating a potential target’s data privacy and security practices, however, can be daunting and...more

Delaware Law Updates - Delaware law on advancement of fees incurred by former officers and directors

by McCarter & English, LLP on

In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more

Canadian Securities Administrators amend take-over bid rules

by Dentons on

After many months of soliciting and considering comments, on February 25, 2016, the Canadian Securities Administrators announced amendments to the take-over bid rules.1 The new regime makes three principal changes...more

"All the time in the world": Canadian securities regulators adopt fundamental changes to take-over bid regime

by DLA Piper on

The Canadian Securities Administrators (CSA) have announced the final adoption of fundamental changes to the take-over bid regime in Canada. These changes are substantially similar to a draft version of the amendments that...more

Italy May Review its Merger Filing Threshold

by K&L Gates LLP on

Consistent with its annual review of the merger filing thresholds, in March this year the Italian Competition Authority (the “AGCM”) updated the turnover thresholds above which transactions must be notified to the AGCM prior...more

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