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General Business Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

Break Fees Can Cause Broken M&A Deals

by Latham & Watkins LLP on

Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A...more

Braced for Brexit

by Hogan Lovells on

As negotiations continue, so do business preparations. Change is almost inevitable but the extent, nature and timing is uncertain. How can such change be addressed in one-off transactions (e.g. M&A) and in on-going...more

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

Acquirers Beware: Salary History Bans Impact Employment Diligence and Arrangements

New state and local laws might change employment salary due diligence and post-closing arrangements in M&A deals New state and local laws might change employment salary due diligence and post-closing arrangements in M&A...more

Chinese Acquisitions in the EU: The Climate Is Getting Rougher

by Shearman & Sterling LLP on

In response to a significant increase in acquisitions of companies in the EU by Chinese buyers in recent years, the foreign (i.e., non-EU) investment review legal framework in the EU is currently undergoing a change towards...more

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

HSBC’s making good on its plans to shift to a focus on Asia by naming John Flint—who spent his first 14 years at the bank in Asia—as its new CEO. Flint will take over from Stuart Gulliver in February....more

DAMITT Q3 Update: Significant US Antitrust Merger Investigations and Complaints Are Down Sharply But Taking Longer

by Dechert LLP on

Fast Facts: - The number of significant merger investigations was down 25% on both a YTD and RTM basis - Only one significant investigation resulted in a complaint in 2017 YTD (two on an RTM basis), down about 80% -...more

Foreign Investment in China: An Introduction

China presents some of the world’s most exciting opportunities, and a unique set of cultural, legal and political challenges. It has a distinct legal regime that in many respects cannot be understood by direct reference to...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Corporate E-Note - September 2017

by Burr & Forman on

Global companies must safeguard confidential, proprietary information and trade secrets—not just from cybercriminals, “hacktivists,” cyberterrorists, and competitors—but from former employees. Too often, terminated or...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Peltz/P&G drama continues, with the company suggesting that Trian has lost its bid for a Board seat and the fund arguing that it disagrees with the company’s counting of the ballots....more

[Webinar] An M&A Primer for Software Companies - October 18th, 1:00pm ET

by BakerHostetler on

When contemplating a sale of your company, your hope as a businessperson and software engineer is that you have made it as valuable as possible. From a legal perspective, there are some simple, yet important, steps to...more

Delaware’s Restrictive Trulia Standard Gains Traction in California

Silicon Valley court signals increased scrutiny of disclosure-only settlements of merger objection litigation. Delaware Courts have become reluctant to approve settlements of merger objection lawsuits based on...more

Trade and Manufacturing Alert - October 2017

by King & Spalding on

NAFTA Renegotiation Status Update: Third Round Of Talks Conclude In Ottawa, Fourth Round Begins In Washington On October 11 The third round of talks on “renegotiation and modernization” of the North American Free Trade...more

Red Notice Newsletter - Chinese

ANTICORRUPTION DEVELOPMENTS - Alere Inc. Agrees to Pay More Than $13 Million to Resolve SEC FCPA Enforcement Action - On September 28, 2017, Alere Inc. (“Alere”), a Massachusetts based manufacturer of medical diagnostic...more

A road map to life sciences M&A in the Netherlands

by Hogan Lovells on

U.S.-based life sciences companies considering transactions in Europe may easily become overwhelmed with the complexity of Europe’s various jurisdictions. In this series, members of our European Life Sciences Transactions...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A roundup on Richard Thaler, the U Chicago professor named Monday as the winner of this year’s Nobel Prize in economics for his groundbreaking work in behavioral economics (and the consistently irrational human nature)....more

Steering the course – navigating bribery and corruption risk in private equity investments: Part 3

by Hogan Lovells on

Identifying Bribery and Corruption risk in the context of private equity investments (and M&A more generally) is key to ensuring the value of an acquisition. Companies will busy themselves with due diligence on tax,...more

Red Notice Newsletter - Russian

ANTICORRUPTION DEVELOPMENTS - Alere Inc. Agrees to Pay More Than $13 Million to Resolve SEC FCPA Enforcement Action - On September 28, 2017, Alere Inc. (“Alere”), a Massachusetts based manufacturer of medical diagnostic...more

Cannabis M&A: Overview of Strategies for Buying or Selling a Business

As Canada gears up to legalize cannabis for recreational use (expected by July 2018), companies operating in the sector and those in ancillary markets are looking to raise capital to fund their business plans and expected...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

P&G is banking on “a variation of America’s electoral arithmetic” as its best bet for keeping Trian’s Nelson Peltz away from its board. So . . . we’ll see him on there soon [?]....more

Confidentiality Agreements and Letters of Intent – October 2017

by Jackson Walker on

I. CONFIDENTIALITY AGREEMENT - A confidentiality agreement (“Confidentiality Agreement”), also sometimes called a nondisclosure agreement (“NDA”), is typically the first stage for the due diligence process as parties...more

FTC and DOJ Issue FY 2016 Hart-Scott-Rodino Annual Report

by Allen & Overy LLP on

The U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice’s Antitrust Division (“DOJ”) recently issued their Hart-Scott-Rodino Annual Report for Fiscal Year 2016 (the “Report”). The key takeaways from the...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

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