Target Company

News & Analysis as of

Portfolio Companies’ Antitrust Risks Reflect on PE Houses

Antitrust authorities around the world are increasingly collaborating with each other in an effort to unearth anticompetitive behavior such as cartels, and are devoting greater resources to doing so. As a result, PE houses...more

SEC Files Settled Insider Trading Case As Administrative Proceeding

One question in the wake of the Second Circuit’s decision in Newman regarding the personal benefit test for illegal tipping has been how the SEC would respond to a decision the U.S. Attorney told the Court would significantly...more

Before Rapunzel There Was Rudabeh

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

Takeovers: A New Approach to Unacceptable Circumstances

Queensland North Australia Pty ltd v Takeovers Panel [2015] FCAFC 68 - Background - The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more

Inside M&A - Spring 2015

Just What You Are Looking For?—Family Office Direct Investing in Search Funds - Family offices are increasingly taking note of “search funds” as a private equity investment alternative within the broader private equity...more

Traps for the Unwary: A Look at Employees and Benefits in M&A Transactions

Employees drive the success of a company. In fact, in some industries (technology, for example) talent acquisition can be a primary motivation for a transaction. From identifying the target’s key employees, to assessing the...more

Significant Changes Proposed to Canada’s Take-Over Bid Laws: Advantage Shifts to Target Companies

The highly anticipated amendments to the take-over bid regime in Canada have now been released by the Canadian Securities Administrators (CSA). The CSA had previously outlined the general nature of these proposed changes in a...more

Private equity transactions in the UK: the essential differences from the US market

A US private equity fund seeking to acquire a target in the UK will soon notice a number of differences from the US market. It is important to be aware of these differences if you are competing against UK private equity...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Corporate: Negotiating Strategies for the Sale of Technology Companies

The number of mergers and acquisitions of private technology companies continue to increase. Established companies often have inadequate in-house development resources, a large pile of cash, and a need to prove to their...more

Tech Industry Bulletin

In this Issue: - Corporate: Negotiating Strategies for the Sale of Technology Companies - Intellectual Property: Crowdfunding and Confidentiality for Tech Start-Ups - Real Estate: An Introduction to...more

Buying Someone Else's Headache – Top Five Supply Chain Pitfalls to Consider When Expanding Through Acquisition

As the economic recovery continues to pick up steam, manufacturers are looking to grow their capacity and expand their markets. Many manufacturers choose to expand their horizons by acquiring smaller companies or merging with...more

The CSA Announces Proposed Amendments to the Take-Over Bid Regime

On March 31, 2015, the Canadian Securities Administrators (CSA) announced the publication of proposed amendments to the Canadian take-over bid rules....more

Proposed Treasury Regulations Aim to Curb Elective Treatment of M&A Transaction Costs

Some taxpayers have taken the position that an acquiring corporation and a target corporation, when the target corporation is joining the acquiring corporation's consolidated corporate group, can choose between taking certain...more

Fundamental Changes to Take-over Bid Regime One Step Closer With Release of Draft Amendments

On March 31, 2015, the Canadian Securities Administrators (CSA) released draft amendments to Canada’s take over bid regulatory regime. As previously announced by the CSA in September 2014, the amendments will increase the...more

A CFIUS Roundup: Polaris Financial [Video]

Morrison & Foerster corporate partner Jeff Bell discusses developments in the CFIUS arena....more

Securities Law in France: 9 Recent Legal Developments

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

Inside M&A - Winter 2015

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

Be careful what you wish for – new rules for company takeovers

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

DOJ Guidance Underscores Importance of Anti-corruption Due Diligence in International M&A Transactions

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

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

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

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

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

Court of Chancery Speaks to Exclusivity Agreements in Public Company Acquisitions

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

DOJ Issues Opinion, Provides (Some) Comfort on Successor Liability

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

Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

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

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