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Securities Mergers & Acquisitions

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

New Competition Act and Investment Canada Act Review Thresholds Announced for 2018

by Bennett Jones LLP on

On February 9, 2018, the Competition Bureau announced the 2018 size of transaction pre-merger notification threshold under the Competition Act would increase to $92 million (the 2017 threshold was $88 million). Acquisitions...more

Delaware Corporation Headquartered In Utah Agrees To Buy Assets Of Another Delaware Corporation For Cash, So Why Does California...

by Allen Matkins on

Overstock.com, Inc. is an on-line retailer with its principal executive offices located in Midvale, Utah. Earlier this month, Overstock.com announced that it had agreed to buy the assets of Houserie, Inc. Both companies are...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Analysis of the Fed’s January meeting minutes shows Fed officials suggesting that robust economic growth has created the right conditions for higher interest rates....more

Declining To Find Enhanced Scrutiny Inapplicable To Post-Closing Damages Actions, Delaware Court Of Chancery Denies Motion For...

by Shearman & Sterling LLP on

On February 6, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a summary judgment motion by defendant Potomac Capital Partners II, LP (“Potomac”) in an action by stockholders challenging the...more

Everything Compliance-Episode 25, the One Year Wrap Up Edition

by Thomas Fox on

The top compliance roundtable podcast is back with a wrap up of the first year of the Trump Administration. Stayed tuned to the end for rants in this edition. 1. Is Jay Clayton who we thought he was? Matt Kelly takes a...more

New York Court Denies Approval Of Disclosure-Only Settlement, Finding Supplemental Disclosures "Useless"

by Shearman & Sterling LLP on

On February 8, 2018, Justice Shirley Werner Kornreich of the New York Supreme Court denied a motion for final approval of a disclosure-only settlement in a class action suit brought by shareholders of Martin Marietta...more

Delaware Supreme Court Finds Failure To Disclose Director Dissent In M&A Transaction Material

The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. ...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A quiet Monday appears to be leading to a busy Tuesday morning, with Qualcomm upping its bid for NXP (in a move that could help it fend off Broadcom) and Albertson’s looking to join forces with what’s left of Rite Aid Corp...more

Senior EU Court Adviser Provides Welcome Guidance on Gun-Jumping

by WilmerHale on

EU and US laws prohibit merging companies from implementing reportable transactions until their deal is cleared or the statutory waiting period has expired. Violations of this principle are colloquially known as “gun-jumping”...more

BlackRock Talks…And U.S. Companies Must Listen

In BlackRock CEO and Co-founder Larry Fink’s annual letter to companies on January 16, he issued a call to action for companies to have “a clear sense of purpose.” To BlackRock, having “a clear sense of purpose” means much...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Chipotle and founder Steve Ells—which built an empire on the idea of offering a healthier, more authentic Mexican experience than its Tex-Mex fast food rivals—are turning ironically enough to Taco Bell’s CEO Brian Niccol to...more

Delaware Court Of Chancery Holds That Addition Of MFW Protections Following Initial Controller Proposal But Before Negotiations...

by Shearman & Sterling LLP on

On February 2, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed a stockholder challenge to the buyout of Synutra International Inc. (“Synutra”) in a squeeze-out merger by a controlling...more

CFIUS and China: Separating Fact from Fiction

No, the Committee on Foreign Investment in the United States has not put a halt to acquisitions of U.S. companies by China-based purchasers. ??????????????????????????????????? Three recently cleared transactions...more

Hong Kong Securities and Futures Commission Proposes Raising Whitewash Approval Threshold

by Jones Day on

The Situation: The high level of certainty of obtaining shareholders' approval for whitewash waivers could lead to potential abuse by parties looking to obtain or consolidate control through whitewash transactions in Hong...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The UK’s Serious Fraud Office unveiled new charges against Barclays Bank yesterday over a $3 billion loan it made to Qatar in 2008 for the purpose of “allowing the firm to directly or indirectly acquire shares in Barclays...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

As we hold our breaths at the opening bell to see if last week’s volatility continues, we consider the impact of computer-driven index funds on that market rollercoaster....more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Volatility was again the name of the game on Thursday in the US markets, which closed down nearly 4% again and headed into official “correction” territory....more

FTC Announces 2018 Hart-Scott-Rodino Threshold Adjustments

The Federal Trade Commission (FTC) has announced the annual revisions to the monetary thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of...more

Should Your Bank Consider Eliminating Its Parent Bank Holding Company?

by Holland & Knight LLP on

• After the April 2017 announcement that Bank of the Ozarks in Little Rock, Ark., had decided to eliminate its bank holding company in favor of operating directly through its bank subsidiary, a number of banks have followed...more

This Week in FCPA-Episode 88, the Birthday Edition

by Thomas Fox on

In this episode, Jay Rosen and myself take a look at some of the top compliance stories over the past week. 1. Justice Department Escalates Inquiry on Global Sports Corruption. Rebecca Ruiz reports in the New York Times....more

European leveraged debt lifts off: Issuers in the driving seat

by White & Case LLP on

As the asset class has grown in popularity, the average leveraged loan size in Europe has leapt up. In 2017, it grew to €782 million—up from €705 million in 2016 and €586 million in 2015. On the refinancing front, one of...more

FTC Announces Increased HSR and Interlocking Directorate Thresholds

by Hodgson Russ LLP on

1. HSR Act Thresholds - The Federal Trade Commission (FTC) recently announced the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino...more

Federal Trade Commission revises Hart-Scott-Rodino thresholds for 2018

by Dentons on

On January 26, 2018, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for reporting transactions pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The...more

The Recent Resurgence of Special Purpose Acquisition Companies

by Latham & Watkins LLP on

Special purpose acquisition companies, or SPACs, are companies that are incorporated for the purpose of making one or more strategic acquisitions. SPACs are also referred to as “blank check” companies or “cash shells”, which...more

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