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Acquisition Agreements

Cornerstone Research

Trends in Merger Investigations and Enforcement at the U.S. Antitrust Agencies: Fiscal Years 2005-2022

Cornerstone Research on

In fiscal year 2022, merger transactions and second requests decreased from the prior year....more

Goulston & Storrs PC

ABA M&A Committee Meeting– 2024 Predictions Warming up in Laguna Beach

Goulston & Storrs PC on

We had a great time at the ABA Business Law Section M&A Committee Meeting in beautiful Laguna Beach. It was a nice way to wrap up January with some warm weather and interesting discussions on new developments and predictions...more

Strafford

[Webinar] Financing-Related Provisions in Acquisition Agreements - March 13th, 1:00 pm - 2:30 pm EDT

Strafford on

This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...more

Mayer Brown

Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

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State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth...more

Cadwalader, Wickersham & Taft LLP

European Commission’s Revised Guidance on Market Definition Will Make It Easier to Allege Mergers Will “Significantly Impede...

The European Commission’s (“Commission”) substantially revised Market Definition Notice (“Revised Notice”) will make it significantly easier for it to allege that mergers and other transactions (“mergers”) are likely to...more

Wyrick Robbins Yates & Ponton LLP

M&A in 2024: How to Prepare for HSR Filings in a Year of Antitrust Uncertainty

In June 2023, the Federal Trade Commission (“FTC”) issued a proposed rule that would dramatically change, and increase the burden of, Hart-Scott-Rodino Act (the “HSR Act”) pre-merger antitrust filings.  Many observers expect...more

Manatt, Phelps & Phillips, LLP

Federal Antitrust Enforcement in Health Care: 2023 Year in Review – Part 2

Editor’s Note: This article is the second in our three-part series, Federal Antitrust Enforcement in Health Care: 2023 Year in Review.  (Click here to read part 1.) The series is based on our recent webinar, 2023 Health Care...more

Ius Laboris

Top 11 employment provisions in M&A agreements

Ius Laboris on

In mergers and acquisitions, both the seller and the buyer may need to include employment-related provisions in the M&A documentation. We have gathered together the most frequent and significant employment provisions for...more

Knobbe Martens

Boston Scientific to Acquire Axonics for $3.7 Billion

Knobbe Martens on

Boston Scientific Corporation (“Boston Scientific”) announced on January 8 that it has entered into a definitive agreement to acquire Axonics, Inc. (“Axonics”) for an equity value of approximately $3.7 billion.  The timing of...more

Akerman LLP

First Major Overhaul of HSR Act Will Greatly Increase Time and Resources Required to Complete HSR Filing

Akerman LLP on

In June 2023, the Federal Trade Commission (FTC), in conjunction with the Antitrust Division of the U.S. Department of Justice (DOJ), issued a Notice of Proposed Rulemaking to amend the premerger notification form and...more

Seyfarth Shaw LLP

Important RWI Considerations under the Corporate Transparency Act

Seyfarth Shaw LLP on

The Corporate Transparency Act of 2020 took effect on January 1, 2024, adding new filing requirements for many companies that may find themselves involved in mergers and acquisitions. Given the breadth of standard...more

Polsinelli

California Health Care Transactions: Finalized Regulations Addressing Notice and Review Requirements from the Office of Health...

Polsinelli on

On December 18, 2023, California’s Office of Administrative Law (“OAL”) approved the final regulations implementing the health care transaction reporting requirements of the Office of Health Care Affordability (“OHCA”). The...more

Mayer Brown

Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk...

Mayer Brown on

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As...more

Polsinelli

Office of Health Care Affordability Publishes Near-Final Regulations on Health Care Transaction Notice Requirements

Polsinelli on

On Tuesday, November 28, 2023, California’s Office of Health Care Affordability (“OHCA”) published its latest version of the proposed regulations requiring advanced notice of certain health care transactions in California for...more

Epstein Becker & Green

Warning - Transaction Delays Expected. State Notice Requirements Ahead for Health Care M&A!

Epstein Becker & Green on

An increasing number of states are requiring advance notice of health care transactions.  These requirements may delay transactions or result in confidential information becoming accessible to the public. Effective August 1,...more

Robinson+Cole Data Privacy + Security Insider

State Consumer Privacy Laws in M&A Deals: What to Know

Data privacy and cybersecurity risks are critical components of M&A transactions due to the potential exposure for legal liability for non-compliance, as well as the financial and reputational harm and the material impact...more

Knobbe Martens

CooperCompanies acquires a selection of Cook Medical’s reproductive health products

Knobbe Martens on

CooperCompanies announced on November 1, 2023, the purchase of Cook Medical’s doppler monitoring, gynecology surgery, and obstetrics products for $300 million. CooperCompanies is a global medical device company that is...more

Stikeman Elliott LLP

Choose Your Words Carefully: Three Recent Earnout Cases Under Delaware Law

Stikeman Elliott LLP on

When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more

Stikeman Elliott LLP

Limitations on Good Faith Damages: No Presumption of Loss for Breach of Honest Performance

Stikeman Elliott LLP on

In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more

Troutman Pepper

So… Can I Sell in 2023?

Troutman Pepper on

You've put in your time, raised capital appropriately, surrounded yourself with a top-notch team, built a great product, and demonstrated the right metrics — so, is now a good time to ride into the sunset? Well, in 2023,...more

Polsinelli

Office of Health Care Affordability Appears to Both Limit and Expand Scope of Health Care Transaction Notice Requirements in...

Polsinelli on

California’s Office of Health Care Affordability (“OHCA”) published updated draft regulations implementing SB 184’s pre-transaction notice requirements. Although subject to further change, the latest draft regulations would...more

Thomas Fox - Compliance Evangelist

DAG Monaco on Cooperation and Compliance Incentives for M&A

Early in October at the 2023 SCCE Compliance and Ethics Institute, Deputy Attorney General Lisa Monaco delivered a long-anticipated speech expanding and formalizing the Department of Justice’s (DOJ’s) new Safe Harbor for...more

Knobbe Martens

Enovis Corp. Acquires LimaCorporate for $846 Million

Knobbe Martens on

Enovis Corporation (“Enovis”) announced on September 25, 2023, that it has agreed to acquire LimaCorporate S.p.A (“LimaCorporate”)....more

Knobbe Martens

Haemonetics Corporation Acquires OpSens, Inc.

Knobbe Martens on

Haemonetics Corporation announced on October 10th that it would be acquiring OpSens, Inc. The deal between the companies is expected to close by the end of January 2024, according to the press release....more

Jones Day

DOJ Announces Safe Harbor Policy for Voluntary Self-Disclosures in Mergers and Acquisitions

Jones Day on

Under a new U.S. Department of Justice ("DOJ") policy related to mergers and acquisitions ("M&A"), DOJ will decline to prosecute an acquiring company for misconduct by an acquired company where the acquiring company timely...more

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