If 2020 was the year that COVID-19 precipitated extraordinary government intervention and regulation of our lives, 2021 looks set to be the year that regulatory interventions in M&A precipitate changes to the way that...more
Buyers in M&A transactions should consider a number of due diligence items in response to COVID-19 and the governmental response thereto.
As parties pursue mergers and acquisitions transactions during, and in the wake of,...more
Tailored considerations for boards of directors and management in the current environment.
Key Points:
..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction.
In addition to market dynamics and business...more
1/14/2020
/ Acquisition Agreements ,
Acquisitions ,
CFIUS ,
Complex Corporate Transactions ,
Corporate Financing ,
Due Diligence ,
Hart-Scott-Rodino Act ,
Hostile Takeover ,
Mergers ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Management ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholders ,
Strategic Planning ,
Target Company
Tags, drags, ROFOs, and ROFRs raise a number of substantive and procedural issues for parties to joint acquisition arrangements.
Tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first...more
US parties should consider international arbitration, rather than standard NDA dispute resolution provisions, to resolve disputes that include a foreign counterparty.
Key Points:
..Injunctive relief ordered by a US...more
To obtain business judgment deference, controllers must insist on MFW’s minority protections before engaging in any substantive economic or valuation discussions.
The Delaware Supreme Court’s 2014 decision in Kahn v. M&F...more
As shareholders continue to submit proxy access proposals, public companies may wish to consider proxy access and develop a response plan.
Many public companies have received shareholder proxy access proposals in...more
Suit signals potential consequences for activist investors who rely on the HSR “solely for purposes of investment” exemption.
On April 4, 2016, the U.S. Department of Justice (DOJ) sued certain ValueAct Capital entities...more
4/18/2016
/ Baker Hughes ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Halliburton ,
Hart-Scott-Rodino Act ,
Investment-Only Exemption ,
Pre-Merger Filing Requirements ,
Shareholder Activism ,
Third Point ,
Yahoo!
UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more
As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more