2024 saw strong interest in M&A involving companies that use or develop artificial intelligence (“AI”) offerings. The rise of AI has brought new issues for companies and dealmakers. In particular, 2024 saw regulators focusing...more
1/30/2025
/ Acquisitions ,
Artificial Intelligence ,
Compliance ,
Data Privacy ,
Data Protection ,
Federal Trade Commission (FTC) ,
Infringement ,
Intellectual Property Protection ,
Mergers ,
Privacy Laws ,
Regulatory Requirements
Global M&A in 2024 faced geopolitical issues, elevated interest rates, and inflationary pressures, with expanding antitrust, foreign investment, national security, and export regimes adding complexity. But inflation receded...more
1/10/2025
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Artificial Intelligence ,
Big Tech ,
CFIUS ,
Competition ,
Cybersecurity ,
Data Privacy ,
Data Protection ,
Emerging Technologies ,
EU ,
European Court of Justice (ECJ) ,
Federal Trade Commission (FTC) ,
Foreign Investment ,
General Data Protection Regulation (GDPR) ,
Hart-Scott-Rodino Act ,
IRS ,
Mergers ,
National Security ,
Office of Foreign Assets Control (OFAC) ,
Outbound Transactions ,
Private Equity ,
Regulatory Agenda ,
Regulatory Requirements ,
Stakeholder Engagement ,
Technology
2024 saw strong interest in M&A involving companies that use or develop AI offerings. The rise of AI has brought new issues for dealmakers. In particular, 2024 also saw regulators focusing further on the collection and use of...more
1/3/2025
/ Aggregation Rules ,
Artificial Intelligence ,
Bias ,
Breach of Contract ,
Consent ,
Consumer Privacy Rights ,
Copyright ,
Corporate Counsel ,
Data Privacy ,
EU ,
Facial Recognition Technology ,
Federal Trade Commission (FTC) ,
General Data Protection Regulation (GDPR) ,
Innovative Technology ,
Intellectual Property Protection ,
Machine Learning ,
Surveillance ,
Third-Party ,
Unfair or Deceptive Trade Practices
M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the...more
1/4/2024
/ Antitrust Division ,
Artificial Intelligence ,
Big Tech ,
California Consumer Privacy Act (CCPA) ,
CFIUS ,
Data Security ,
Economic Sanctions ,
EU ,
Export Controls ,
Foreign Investment ,
Foreign Subsidies ,
Hart-Scott-Rodino Act ,
Horizontal Mergers ,
National Security ,
Popular ,
Shareholder Activism ,
State Administration for Market Regulation (SAMR) ,
UK ,
Vertical Mergers
Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages,...more
1/23/2023
/ Acquisitions ,
Antitrust Division ,
CFIUS ,
Competition ,
Department of Justice (DOJ) ,
Digital Markets Strategy ,
Enforcement Actions ,
EU ,
Excise Tax ,
Export Controls ,
Federal Trade Commission (FTC) ,
Foreign Investment ,
Mergers ,
Multidistrict Litigation ,
National Security ,
Non-Compete Agreements ,
Popular ,
Private Equity ,
REIT ,
Special Purpose Acquisition Companies (SPACs) ,
Technology ,
UK
2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end...more
1/21/2022
/ Acquisition Agreements ,
Acquisitions ,
Antitrust Division ,
Artificial Intelligence ,
CFIUS ,
Coronavirus/COVID-19 ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Digital Services ,
EU ,
Excise Tax ,
Federal Trade Commission (FTC) ,
Global Market ,
Horizontal Mergers ,
Initial Public Offering (IPO) ,
Mergers ,
National Security ,
NYSE ,
PIPEs ,
Popular ,
Private Equity ,
REIT ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
UK ,
Universal Proxy Cards ,
Vertical Mergers
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years.
The collapse in public company equity values during the inception of the COVID-19...more
2/25/2021
/ Activist Investors ,
Beneficial Owner ,
Bifurcation ,
Business Ownership ,
Carve Out Provisions ,
Controlling Stockholders ,
Coronavirus/COVID-19 ,
Corporate Executive Boards ,
Grandfathering Rules ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Hostile Takeover ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Offers ,
Passive Investments ,
Poison Pill ,
Premerger Notifications ,
Protected Concerted Activity ,
Rights Plan ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Triggering Event
2020 brought the COVID-19 pandemic and other headline-grabbing challenges, along with “the usual” quadrennial questions around the U.S. election. Early in the year, businesses and dealmakers focused on the pandemic and...more
1/15/2021
/ Antitrust Division ,
CFIUS ,
Coronavirus/COVID-19 ,
Due Diligence ,
Economic Stimulus ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU Horizontal Safeguard Regulation (HSR) ,
Federal Trade Commission (FTC) ,
Human Rights ,
Initial Public Offering (IPO) ,
Loan Forgiveness ,
Loans ,
Material Adverse Events ,
Poison Pill ,
Popular ,
Private Equity ,
Remote Working ,
Representations and Warranties ,
Special Purpose Acquisition Companies (SPACs)
The sixth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fifth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fourth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The third of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more
The second of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a defensive measure used by a public...more
The first of a six-part series examining six specific and evolving rights plan provisions.
An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more
5/28/2020
/ Acquisitions ,
Board of Directors ,
Carve Out Provisions ,
Coronavirus/COVID-19 ,
Exceptions ,
Hostile Takeover ,
Mergers ,
Poison Pill ,
Publicly-Traded Companies ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Takeovers
The recent collapse in equity values resulting from the coronavirus crisis has made public companies more vulnerable to opportunistic acquisition and activist strategies. As a result, companies should consider whether they...more
3/31/2020
/ Best Practices ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Crisis Management ,
Disclosure Requirements ,
Emergency Management Plans ,
Health and Safety ,
Market Pricing ,
Proxy Voting ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
As the coronavirus (COVID-19) outbreak triggers an unprecedented reality of social distancing, business closures and market turbulence, we review how parties may approach related issues while considering M&A deals. In light...more
The cover of this week’s issue of The Economist shows a picture of the globe with a “Closed” sign hanging over it. So what happens when global commerce grinds nearly to a halt, as appears to be happening? And what happens to...more
Over the past several years, companies conducting public offerings have increasingly been subject to parallel shareholder class actions under Section 11 of the Securities Act of 1933 brought in both federal and state courts. ...more
Global M&A made another strong showing in 2019, as stock markets, while at times bumpy, rose to new highs, private equity firms raised record funds, and companies searched for growth and ways to address technological and...more
Despite increasing political tensions and evolving trade policies, the U.S. M&A market in 2018 enjoyed its second-best total deal value ever, according to Mergermarket. Activity through the first three quarters appeared...more
Predicting the price likely to result from a judicial appraisal of an acquired company’s shares continues to vex acquirers and stockholders alike. The principles for determining appraisal values received a lot of attention...more
Predicting the price likely to result from a judicial appraisal of an acquired company’s shares continues to vex acquirors and stockholders alike. The principles for determining appraisal values received a lot of attention...more
A pair of recent decisions from the Delaware Supreme Court in connection with completed acquisitions of public companies emphasizes the importance of providing, before closing, proper disclosures to stockholders in order to...more
In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of...more
From sweeping changes to the U.S. tax code, to big ticket M&A transactions making headline news – 2017 proved to be an eventful year for M&A dealmakers. As we settle into 2018, we wanted to take a moment to reflect on some of...more