In a year marked by rising interest rates and intensified regulatory scrutiny, Dechert stood shoulder-to-shoulder with our private equity and private capital clients, crafting innovative strategies for capital raising and...more
In Express Scripts, Inc., et al. v. Bracket Holdings Corp., the Delaware Supreme Court, sitting en banc, reversed and remanded the decision of the Delaware Superior Court, holding unanimously that (i) although common law...more
The Delaware Court of Chancery has ruled that an acquirer and target company’s joint efforts to obtain antitrust approval for a merger did not substitute for, or satisfy, the merger agreement’s requirement to send written...more
3/27/2019
/ Acquisitions ,
Antitrust Provisions ,
Approval Requirements ,
Breach of Contract ,
Contract Termination ,
Contract Terms ,
Covenant of Good Faith and Fair Dealing ,
Discovery ,
Due Dates ,
Duty to Warn ,
Electronic Communications ,
Email ,
Merger Agreements ,
Mergers ,
Notice Requirements ,
Reserve Judgment ,
Reverse Break-Up Fees ,
Strict Construction Rule ,
Text Messages ,
Time Extensions
The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more
10/11/2018
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Contract Termination ,
Contract Terms ,
Due Diligence ,
Food and Drug Administration (FDA) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Pharmaceutical Industry ,
Remedies ,
Representations and Warranties ,
Sellers
After more than two decades in obscurity, the Congressional Review Act (CRA) has now emerged as a major factor in the relationship between the U.S. Congress and the regulatory agencies....more
The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more
6/15/2016
/ Acquisitions ,
Broker-Dealer ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Mergers ,
Portfolio Companies ,
Private Equity Funds ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Unregistered Brokers
The past 18 months have seen a wave of consolidation among business development companies (“BDCs”). Oak Hill Advisors, L.P. took over the advisory role for NGP Capital Resources Company (now OHA Investment Corporation) after...more
Under the Volcker Regulations (Regulations), banking entities are sharply restricted in their ability to invest in and sponsor entities that are treated as “covered funds.” During the rulemaking process, the Volcker Agencies...more
The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on September 22, 2014 (Order) against private equity fund adviser Lincolnshire Management, Inc. (Lincolnshire). The Order alleged...more
On April 5, 2013, David W. Blass, Chief Counsel of the Securities and Exchange Commission’s (“SEC”) Division of Trading and Markets, warned an American Bar Association (“ABA”) committee that private equity funds should...more
10/15/2013
A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more
4/22/2013
/ Broker-Dealer ,
Finders ,
Fund Managers ,
Investment Adviser ,
Marketing ,
Private Funds ,
Ranieri Partners ,
Registration ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Transaction-Based Compensation
Originally published in The Deal.
Are the days of the traditional private equity firm over? Over the past several years my colleagues and I have helped some of the largest private equity firms transition into more...more