2024 was a significant year for merger enforcement worldwide. In the United States, the Biden administration continued the aggressive approach reflected in the revamped Merger Guidelines issued in December 2023. In Europe,...more
The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
6/20/2024
/ Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Entire Fairness Standard ,
Fiduciary Duty ,
Investment ,
Manufacturers ,
Merger Agreements ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Prices
Under a new U.S. Department of Justice ("DOJ") policy related to mergers and acquisitions ("M&A"), DOJ will decline to prosecute an acquiring company for misconduct by an acquired company where the acquiring company timely...more
"Anti" M&A Activism While the absolute number of companies publicly facing activist demands regarding M&A transactions decreased in 2021 vs. 2020, M&A activism represented an increased share of overall economic demands of...more
Antitrust scrutiny of M&A remained high during 2021, and merging parties continued to make follow-on divestitures designed to obtain antitrust clearance for their main transaction....more
Europe saw a major increase in public M&A activity in 2021, fueled by cheap money and optimism as economies started to emerge from the worst effects of the pandemic. In particular, PE purchasers with dry powder to deploy and...more
What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market, the tightening of the regulatory...more
China passed its new Data Security Law ("DSL") in June 2021 and its new Personal Information Protection Law ("PIPL") in August 2021. Both new laws impact every business operating in or doing business with China, coupling...more
2/3/2022
/ Acquisition Agreements ,
China ,
Corporate Sales Transactions ,
Data Processors ,
Data Security ,
Foreign Investment ,
Indemnity Agreements ,
International Data Transfers ,
Merger Agreements ,
Personal Information ,
Personal Information Protection Law (PIPL) ,
Private Equity ,
Private Equity Funds ,
Subsidiaries
Since early 2021, Congress has been working on legislation that would alter the U.S. tax laws and potentially have a significant impact on M&A and private equity transactions....more
As global M&A activity reached record highs this year, so too did the market's appetite for carve-out transactions. A carve-out transaction is the sale of a subsidiary, division, or other part of a larger business enterprise....more
TRANSACTIONAL PERSPECTIVES ON 2022 -
What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market,...more
1/31/2022
/ Acquisition Agreements ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Sales Transactions ,
Environmental Social & Governance (ESG) ,
Financing ,
Foreign Investment ,
Infectious Diseases ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Private Equity ,
Special Purpose Acquisition Companies (SPACs) ,
Venture Capital
The Situation: In a significant decision, a Delaware court found that a target company has suffered a material adverse effect ("MAE"), allowing a would-be buyer to abandon an announced merger.
The Case: In Akorn, Inc. v....more