Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
4/18/2025
/ Acquisition Agreements ,
Acquisitions ,
Contract Terms ,
Due Diligence ,
Indemnification ,
Indemnification Clauses ,
Material Adverse Change Clauses (MACs) ,
Merger Agreements ,
Mergers ,
Representations and Warranties ,
Risk Management ,
Tariffs
BEA administers the mandatory BE-10 survey to obtain key statistics on U.S. investment abroad for U.S. agencies, policymakers, business leaders, researchers, and the general public. Generally, any U.S. person that had a...more
On Jan. 10, the FTC announced the 2025 filing thresholds under the HSR Act, as well as the 2025 filing fees. The new thresholds will be published in the Federal Register in the coming days and will apply to transactions...more
1/14/2025
/ Antitrust Provisions ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Jurisdictional Thresholds ,
Merger Controls ,
Reporting Requirements ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
The Federal Trade Commission’s (FTC) Final Rule mandates the adoption of new, expanded Hart-Scott-Rodino (HSR) forms and the creation of a public comment portal for pending transactions. The new HSR forms will become...more
10/15/2024
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Final Rules ,
Hart-Scott-Rodino Act ,
Mergers ,
Operative Documents ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Required Documentation ,
Required Forms ,
Threshold Requirements ,
Updated Forms
On September 17, 2024, the Department of Justice Antitrust Division (DOJ) shut the vault doors on its 1995 Bank Merger Guidelines, leaving the 2023 Merger Guidelines as its sole authoritative statement on the topic of mergers...more
9/25/2024
/ Banks ,
Biden Administration ,
Department of Justice (DOJ) ,
Executive Orders ,
FDIC ,
Final Rules ,
Financial Institutions ,
Financial Regulatory Agencies ,
Merger Reviews ,
OCC ,
Policy Statement ,
The Clayton Act
Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more
The Delaware Supreme Court yesterday upheld the enforceability of forfeiture-for-competition provisions in limited partnership agreements, reversing the Court of Chancery, which had reasoned that such provisions should be...more
On Jan. 22, the FTC announced the 2024 filing thresholds under the HSR Act, as well as the 2024 filing fees. The new thresholds will be published in the Federal Register in the coming days....more
1/24/2024
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On Dec. 18, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jointly issued new merger guidelines (Guidelines), finalizing draft guidelines published in July and replacing the 2010 Horizontal Merger...more
Over a year after it was introduced to the New York State Legislature, the NYTA was passed by both the New York State Assembly and the New York State Senate in late June; however, as of the date of this article, the bill...more
In an important policy announcement aimed at rewarding robust due diligence and compliance programs, DOJ announced that acquiring companies that promptly and voluntarily disclose criminal misconduct discovered at the acquired...more
10/10/2023
/ Acquisitions ,
Antitrust Division ,
Compliance ,
Cooperation ,
Corporate Crimes ,
Corporate Misconduct ,
Deadlines ,
Department of Justice (DOJ) ,
Disgorgement ,
Due Diligence ,
Enforcement ,
Mergers ,
National Security ,
Policies and Procedures ,
Policy Statement ,
Remediation ,
Restitution ,
Safe Harbors ,
Voluntary Disclosure
On July 19, 2023, the FTC and the DOJ (collectively, the agencies) jointly released new draft merger guidelines. The agencies assert that the proposed guidelines will help them better assess the impact of proposed mergers...more
On June 27, the Federal Trade Commission (FTC) issued a press release[1] announcing proposed changes to reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). Under...more
6/30/2023
/ Comment Period ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Reviews ,
Mergers ,
NPRM ,
Premerger Notifications ,
Proposed Amendments ,
Required Forms ,
Rulemaking Process
New York is now the only purely common law state in the country without any statutory guidelines governing both post-employment noncompetes and trade secrets. But that may be about to change. The New York State Legislature...more
On Jan. 25, the Federal Trade Commission (FTC) published a notice in the Federal Register announcing the 2023 filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). The notice also...more
The Delaware Court of Chancery (the Court) has raised eyebrows with a recent decision, in the case of Kodiak Building Partners, LLC v. Adams, to strike down a noncompetition covenant binding upon a seller in a sale...more
M&A update – Sellers and buyers who have completed transactions within the past several years should take note of Gov. Andrew Cuomo’s Executive Order 202.8, tolling the statutes of limitations for all claims through April 19....more
As the Coronavirus (COVID-19) outbreak continues to spread across the globe, merger and acquisition transaction participants need to consider the impact it is having on M&A transactions both in terms of process and timeline...more
Gone are the days of single-browser tracking. Accordingly, cross-device tracking – the process of tracking a single consumer across all of the consumer’s devices – is the new Holy Grail for marketers. Both the Federal Trade...more
Last week, in McKenna v. WhisperText et al., No. 5:14-CV-00424-PSG, 2015 WL 428728 (N.D. Cal. Sept. 9, 2015), the U.S. District Court for the Northern District of California dismissed a purported Telephone Consumer Protection...more
9/17/2015
/ Cell Phones ,
Class Action ,
Corporate Counsel ,
FCC ,
Mobile Apps ,
Popular ,
Prior Express Consent ,
Right to Privacy ,
Robocalling ,
Smartphones ,
Social Networks ,
TCPA ,
Telecommunications ,
Text Messages ,
Young Lawyers
In 1990, Stephen Kimble obtained a patent for a toy that allowed children and adults to shoot “webs” from the palms of their hands. Kimble met with the president of Marvel Enterprises, Marvel Entertainment’s predecessor, to...more
8/14/2015
/ Brulotte ,
Due Diligence ,
Expiration Date ,
Kimble v Marvel Enterprises ,
Patent Infringement ,
Patent Litigation ,
Patent Royalties ,
Patents ,
PDA ,
Popular ,
SCOTUS ,
Stare Decisis
In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more
The staff of the Division of Trading and Markets of the Securities and Exchange Commission (the "SEC") recently issued a No-Action Letter[1] that should reduce significantly the registration burdens upon certain brokers and...more
In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, Chancellor Strine of the Delaware Chancery Court recently reaffirmed that the target company in a Delaware merger is the sole holder of the...more
On May 29, 2013, the landmark decision of In re MFW Shareholders Litigation (MFW), issued by Chancellor Strine of the Delaware Chancery Court, held the business judgment rule standard of review is applicable to freeze-out...more