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Business Organization Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Bayer/Monsanto: European Commission Continues Its Trend of More Aggressive Divestments to Address Innovation Concerns

by Shearman & Sterling LLP on

The European Commission has routinely considered potential harm to innovation as part of its merger assessments, particularly in R&D driven sectors such as pharmaceuticals and technology. In recent years, however, the...more

How to Avoid “Gun Jumping” in Corporate Transactions

by Epstein Becker & Green on

Until closing, parties to a merger, acquisition, or similar transaction must remain independent competitors. Failure to do so is known as “gun jumping” and can be a simultaneous violation of the Hart-Scott-Rodino Antitrust...more

Delaware Court Of Chancery Relies On Corwin To Dismiss Post-Closing Fiduciary Duty Claims After Finding Acquiror Was Not A...

by Shearman & Sterling LLP on

On March 9, 2018, Vice Chancellor Joseph R. Slights III, of the Delaware Court of Chancery, dismissed a stockholder class action complaint seeking damages for alleged breaches of fiduciary duty by directors of Rouse...more

IRS Announces Five New Compliance Campaigns Focusing on Corporate Spin-Offs and Partnerships

by Ropes & Gray LLP on

On March 13, 2018, the IRS announced five new Large Business and International Division (“LB&I”) compliance campaigns, adding to the 24 campaigns announced last year and discussed in the Tax Controversy quarterly newsletter...more

Delaware Supreme Court Affirms Delaware Court Of Chancery's Dismissal Of Fiduciary Duty Breach Claims, Finding Non-Exculpated...

by Shearman & Sterling LLP on

On March 15, 2018, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a putative stockholder class action asserting claims for breach of fiduciary duty and quasi-appraisal against the...more

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

IRS announces campaign to review corporate transaction costs

New Campaigns Announced - On March 13, 2018, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced five new compliance campaigns. The five campaigns supplement the 13 initial...more

President Trump Blocks Broadcom’s Bid to Take Over Qualcomm Upon Recommendation From CFIUS

by Goodwin on

On March 12, 2018, President Donald Trump issued an Executive Order blocking the proposed $117 billion takeover of Delaware corporation Qualcomm by Singapore chipmaker Broadcom due to national security concerns. The action...more

The Italian Competition Authority Updates the Merger Notification Thresholds

by Shearman & Sterling LLP on

By a decision adopted on 7 March 2018 and published in its Bulletin of 12 March 2018, the Italian Competition Authority has updated the thresholds for merger notification, adjusting them to the inflation rate. The new...more

EU Competition Newsletter - March 2018

by Bryan Cave on

Early attention to the antitrust considerations of a given transaction can go a long way towards promoting the chances of timely or even early clearance of a transaction. As an initial matter, parties should focus their...more

President Blocks Hostile Takeover of Qualcomm Upon Recommendation from CFIUS

by Bryan Cave on

On March 12, 2018, President Trump issued an Executive Order blocking the proposed $117 billion hostile takeover of Qualcomm Incorporated by Broadcom Limited following a recommendation from the Committee on Foreign Investment...more

Federal Court of Appeal Quells Concern over Transactional Common Interest Privilege

by Bennett Jones LLP on

A December 2016 a decision of the Federal Court caused chills for corporate lawyers across Canada when it held that common interest privilege does not apply in the transactional context where otherwise privileged material is...more

Corporate Law & Governance Update - March 2018

by McDermott Will & Emery on

Strategy and the Decline—or Rise—of the Inpatient Hospital - A series of new media reports and consultant commentary on industry evolution highlight the increasing pressure on health system boards to fully engage in...more

Chips on Their Shoulders: CFIUS Intervenes in Broadcom’s Hostile Takeover Bid for Qualcomm

• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more

Institutional Investor Shareholdings Come Under European Commission Scrutiny

by Jones Day on

The Situation: A recent study examining common corporate shareholdings in the United States argues that the holding of even minority stakes in rival companies by institutional investors affects competition. The European...more

Court Of Chancery Appraises AOL At Below Merger Price

by Fox Rothschild LLP on

The recent decision of In re Appraisal of AOL Inc., C.A. No. 11204-VCG (Del. Ch. Feb. 23, 2018) constitutes yet another Delaware Court of Chancery appraisal decision in which fair value of the corporation fell below the deal...more

Updated Guidance (and Ground Rules) for Controlling Stockholder Deals

by Ropes & Gray LLP on

The Delaware Supreme Court’s 2014 decision in Kahn v. M&F Worldwide Corp. (“MFW”) provided business judgment rule protection for controlling stockholder transactions that are conditioned from the outset on certain procedural...more

Delaware Bankruptcy Court Rejects “Implied Assumption” of Executory Contracts As Part of Asset Sale

The Delaware Bankruptcy Court recently held, in Stanley Jacobs Prod., Ltd. v. 9472541 Can. Inc. (In re Thane Int'l, Inc.), No. 17-50476 (KG), 2018 Bankr. LEXIS 464 (Bankr. D. Del. Feb. 21, 2018), that a debtor must file a...more

Delaware Court Of Chancery Uses DCF Analysis To Arrive At Fair Value Below Deal Price, Even Though Deal Process Was Not "Dell...

by Shearman & Sterling LLP on

On February 23, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled, based on his own discounted cash flow (“DCF”) analysis, that the fair value of AOL Inc. (“AOL”) was below the deal price paid by...more

M&A Corporate Buyer Beware: More Antitrust Challenges to Closed Deals

by Perkins Coie on

Despite widespread skepticism that antitrust enforcement would be a Trump administration priority, activity has not lessened. In fact, there has been a substantial increase in challenges to mergers and acquisitions that...more

Sharing Competitively Sensitive Information Can Pose Antitrust Risks

by Epstein Becker & Green on

The sharing of confidential and proprietary information among competitors and potential competitors (even during due diligence) can raise serious antitrust concerns. In particular, parties must avoid exchanging information...more

Ahead of the game - perfecting your offshore acquisition strategy

by Dentons on

With a new year underway and relatively benign economic conditions prevailing (including low interest rates globally and lower US tax rates), cross border M&A is forecast to increase, driven by cashed up corporates out of...more

Congress Accelerates Toward CFIUS Expansion

For the first time in more than a decade, legislation to expand the scope of business transactions scrutinized by the Committee on Foreign Investment in the U.S. (CFIUS) is gaining momentum in Congress. Lawmakers on both...more

Benesch DSO - February 2018 Recap

by Benesch on

Heartland Dental Expands to Washington - Heartland Dental, the largest dental support organization in the country, recently gained its first supported dental office in Washington. This expands the DSO’s nationwide...more

Delaware Supreme Court Confirms All Material Facts Must be Disclosed to Receive Corwin Business Judgment Rule "Cleansing" Effect

by White & Case LLP on

The Delaware Supreme Court has reversed the Delaware Court of Chancery's earlier dismissal of a stockholder challenge to the sale of Diamond Resorts International, finding that the reasons why Diamond's chairman abstained...more

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