Seeing into the Future: Moving Beyond AI to Visual Intelligence with Oculi CEO Charbel Rizk
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
The Power of Genuine Networking for Entrepreneurs With OneSixOne Ventures with Pablo Casilimas and Justis Mendez
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Embracing Change & Community: The Keys To Startup Success With Chris Heivly
The Best of Founder Shares: Highlights Wisdom of Season's Guests
Episode 319 -- Deep Dive into SCG Plastics' $20 Million Settlement with OFAC for Violations of the Iran Sanctions Program
Fierce Competition Podcast | Understanding the FTC’s Landmark Ban on Noncompetes
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
JONES DAY TALKS®: Corporate Venture Capital: Market Overview, Trends in Deal Terms, and Special Considerations
M&A Compliance Due Diligence
The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including updates regarding the most recent amendments to the Delaware General Corporate Law and the EU’s Corporate...more
Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more
Collusion among rivals has long been considered the “supreme evil of antitrust.” It is not surprising, therefore, that antitrust scrutiny was applied to one hospital’s decision to employ the Chief Executive Officer of its...more
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more
The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more
Summary: Understanding the context of the Chevron doctrine decision is important to prepare for the unpredictability of antitrust enforcement. Our recommendations for in-house counsel help to jumpstart your game plan....more
Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more
The Small Business Administration ("SBA") recently issued a proposed rule that changes the effect of a concern's size recertification following mergers and acquisitions ("M&A") activity. Notably, the proposed rule is...more
Investment in the healthcare industry requires careful consideration, as it involves numerous distinct areas of the law. Venable's Private Equity Investment in Healthcare webinar series explores the unique issues and timely...more
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a...more
Data privacy and security risk and compliance issues relating to exchanges of personal information during merger, acquisition, and similar transactions can sometimes be overlooked. In 2023, we summarized an enforcement action...more
On 10 September 2024, the UK Government published its third Annual Report on the operation of the National Security and Investment Act 2021 (NSIA). Covering the period from 1 April 2023 to 31 March 2024, the report gives a...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
Amendments made by the California Office of Health Care Affordability (OHCA) to its cost and market impact review (CMIR) regulations became effective on Aug. 22, 2024, and serve to expand the scope of the Health Care Quality...more
Given the significance of strategic transactions such as mergers, acquisitions, or dispositions, it is likely that in-house counsel has competent external counsel that it can leverage to do much of the heavy lifting regarding...more
In a market known for volatility, public company D&O (directors & officers) insurance has certainly lived up to its reputation in recent years—pricing has been on a roller coaster, fluctuating between skyrocketing increases...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more
In a much-anticipated ruling of 3 September 2024, the EU's highest court threw out the policy that the European Commission has been pursuing since 2021, by which it asserted jurisdiction to review so-called “killer...more
Terracon has acquired Flat Earth Archeology of Arkansas (“Flat Earth”). Flat Earth is stated to provide archaeology and cultural resources management and compliance services to clients in Arkansas and the surrounding...more
The Australian Government (the Government) opened consultation on Australia’s proposed merger notification thresholds. The Consultation Paper proposes a notification regime that consists of four different thresholds—two based...more
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more