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Mergers & Acquisitions General Business

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:

Updates to Minnesota Corporate Laws

The Minnesota legislature is on the verge of approving several changes to the Minnesota Business Corporation Act, Chapter 302A of the Minnesota Statutes (the MBCA), in order to modernize the statute and follow the lead of...more

Delaware Supreme Court Elaborates Upon When A Shareholder Vote Is Fully Informed

by Seyfarth Shaw LLP on

Seyfarth Synopsis: The Delaware Supreme Court recently held that a shareholder vote on a tender offer was not fully informed where the company did not disclose why its founder, chairman and largest stockholder abstained from...more

Why dealmakers have great expectations for 2018

In 2017 global dealmaking surpassed expectations, with M&A above US$3 trillion for the fourth year in a row. Will 2018 also exceed expectations? ...more

ASX Releases Continuous Disclosure Guidance on the Insolvent Trading Safe Harbour

by Jones Day on

On 9 March 2018, an updated version of the Australian Securities Exchange's ("ASX") Guidance Note 8 came into effect to include guidance on a listed entity's continuous disclosure obligations in the context of the new...more

Life Sciences Quarterly: Tax Cuts and Jobs Act: Implications for Life Science Business

by Ropes & Gray LLP on

What is the impact of the Tax Cuts and Jobs Act and what provisions of the legislation are relevant to the life sciences industry? In this recap of our first quarter presentation of 2018, which includes video and an...more

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....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

A Two-Sided Coin: Regulation and Merger Control in the EU Telecommunications Sector

by Jones Day on

The Ruling: The Dutch competition authority's approval of KPN's acquisition of fiber operator Reggefiber was upheld by the Dutch Trade and Industry Appeals Tribunal in February 2018. In assessing the merger's competitive...more

Puerto Rico Supreme Court Sets Standard to Apply the Successor Liability Doctrine

by Littler on

The Puerto Rico Supreme Court (“PRSC”) recently issued an Opinion in the case of Roldán Flores v. M. Cuebas, 2018 TSPR 18, 199 D.P.R. __ (Feb. 6, 2018), in which it addressed again the requirements for applying the “successor...more

Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute

Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...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

LATIN AMERICA & THE CARIBBEAN: A Legal Guide for Business Investment and Expansion - Chile

1 .What role does the government of Chile play in approving and regulating foreign direct investment? No governmental prior approval is needed in Chile to initiate or continue an investment from abroad. Foreign...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Notwithstanding Lloyd’s assurances that the rumors of his demise are premature, Goldman has cleared the path forward for David Solomon (aka, one of its current co-Presidents, aka, DJ D-Sol) to assume the CEO position when Mr....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

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world....more

ICYMI in Cybersecurity and Data Breach

by Davis Wright Tremaine LLP on

Why Is Health Care Cybersecurity So Bad? Blame the Insiders, New Verizon Report Says - As reported originally in Fortune, “a new cybersecurity report from Verizon outlines the stunning degree to which internal actors are...more

DOJ Announces Roundtable Series on Competition and Deregulation

The Department of Justice (“DOJ”) Antitrust Division recently announced plans to hold a series of public roundtable discussions to analyze the relationship between competition and regulation, and its implications for...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

Natural Gas Importer Sues U.S. Customs for Rejecting NAFTA Claims

by Perkins Coie on

An importer of natural gas from Canada filed suit on February 23, 2018, alleging that U.S. Customs and Border Protection (CBP) unlawfully denied preferential treatment for its imports under the North American Free Trade...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Heath insurance behemoth Cigna has agreed to buy Express Scripts—a “pharmacy benefits manger”—for $67 billion in cash and stock, including assuming $15 billion of its debt. The merger is one of a series of big moves in the...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

Australian and New Zealand Competition and Consumer Law Update

by Jones Day on

Message from the Editors - The holiday and new year period was not a quiet one in Australian competition law. Many of the recommendations from an extensive assessment of the Australian competition law were implemented. In...more

Corporate News – February/March 2018

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. Please see full...more

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