News & Analysis as of

Acquisitions

Tronox Runs Into Procedural Quagmire with Challenges to Cristal Acquisition

by Jones Day on

The FTC Challenge: The FTC pursued an administrative challenge against Tronox's proposed acquisition of Cristal without also seeking a preliminary injunction. Following an HSR investigation, the FTC normally seeks a...more

Minor Changes to Business Do Not Allow New Owner to Ignore Existing Union Representation

When a buyer considers acquiring the assets of a unionized employer, the union’s status post-acquisition often becomes an important business consideration for pursuing the deal. In most situations, the buyer incorporates...more

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

1 .What role does the government of Jamaica play in approving and regulating foreign direct investment? The government of Jamaica (GOJ) is highly committed to facilitating a viable environment for businesses and...more

New DoD Class Deviation Tackles Micro-purchase and Simplified Acquisition Thresholds

by Holland & Knight LLP on

On April 13, 2018, The Department of Defense (DoD) issued Class Deviation 2018-O00013, which consolidates and supersedes two prior class deviations that increased the micro-purchase and simplified acquisition thresholds and...more

Anti-Corruption Enforcement: Analyzing the Enforcement Approaches of the US, the UK and France

by Bryan Cave on

Anti-Corruption enforcement is a top priority in France, the UK, and the US. Each of these countries has armed its enforcers with the enforcement tools necessary to investigate and prosecute corporations and individuals. Join...more

Trump Administration’s Clashes with China on Trade and Investment Demonstrate Importance of Vetting International Trade and...

by Foley & Lardner LLP on

If private equity and other investors were not aware of the power of the secretive Committee on Foreign Investment in the United States (CFIUS, or the Committee), its decision to reach out and quash the potential...more

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

by Shearman & Sterling LLP on

Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

Fueled by Auto Industry Support, Bike Sharing Systems are Taking Over Cities

by Foley & Lardner LLP on

Back in November 2017 we discussed the “last mile” issue facing cities and urban planners around the globe. At that time we noted that “… transit options often fail at providing a solution of getting people to their final...more

Overview of the Hart-Scott-Rodino Annual Report for Fiscal Year 2017

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 2017 (the "Report"). The key takeaways from the...more

FTC Issues Updated Guidance for Avoiding Antitrust Liability for “Gun Jumping” During M&A Negotiation and Due Diligence

by White and Williams LLP on

On March 20, 2018, the U.S. Federal Trade Commission (FTC) issued updated guidance regarding compliance with antitrust laws for companies considering acquisitions, mergers, or joint ventures. While the FTC recognizes that...more

Corp Fin Posts Two New CDIs Regarding Non-GAAP Financial Measures in the M&A Context

by White & Case LLP on

On April 4, 2018, the Securities and Exchange Commission’s ("SEC") Division of Corporation Finance ("Corp Fin") posted two new compliance and disclosure interpretations ("CDIs") regarding the use of non-GAAP financial...more

The Great Wall Against China: Washington’s Barriers to a Wave of Capital from the Far East

Chinese investment in the United States plummeted in 2017 and is likely to continue to fall. According to the Wall Street Journal, Chinese foreign direct investment in the United States declined 36% last year, from $46.2...more

SEC Sues Longfin Over Trades Following Acquisition of Cryptocurrency Company

by Goodwin on

The Securities and Exchange Commission (SEC) last week sued Longfin Corp., a financial technology company that recently entered the cryptocurrency space, as well as Longfin’s CEO and three others affiliated with the company....more

SEC Issues Guidance on Non-GAAP Financial Measures for Business Combination Transactions

by Morrison & Foerster LLP on

On April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more

Gun-jumping and Procedural Compliance

by Shearman & Sterling LLP on

The EU and U.S. competition authorities have been and remain active in enforcing gun-jumping cases, while in recent years other competition authorities across the world, including in China, have also become increasingly...more

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

1 .What role does the government of Honduras play in approving and regulating foreign direct investment? The Honduran government has acknowledged that foreign direct investment is vital for the generation of economic...more

Match Holds Bumble To The Fire; Bumble Stings Back

It’s a date! Or a dating app, at least. Texas courts are ablaze with competing allegations from online dating companies Match and Bumble that each has misappropriated the other’s trade secrets. Swipe right (or up) to learn...more

Reauthorization of Federal Land Transaction Facilitation Act Offers Opportunities for Federal Land Users, Conservation

by Snell & Wilmer on

Buried deep inside the recently passed Consolidated Appropriations Act of 2018, legislation reviving the formerly expired Federal Land Transaction Facilitation Act (FLTFA) offers opportunities for potential purchasers of...more

International Law Bulletin - Vol. 22, No. 3

INTERNATIONAL BUSINESS AND TRADE - Dispute Resolution - WTO: The World Trade Organization (WTO) Appellate Panel ruled that Russia must remove its anti-dumping duties levied on European Union (EU) vans...more

2018 Antitrust Annual Report

by Shearman & Sterling LLP on

Global law firm Shearman & Sterling publishes its sixth annual Antitrust Annual Report today. The 2018 Report discerns two key trends – a global resurgence of controls on foreign direct investment and the focus on ‘fairness’...more

Foreign Corrupt Practices Act Requires More Than a Policy

by Dorsey & Whitney LLP on

The recent settlement agreement between Kinross Gold Company and the Securities and Exchange Commission is a reminder to Canadian cross-listed companies that it is not enough to adopt a parent-company level anti-corruption...more

Decoding the Tax Cuts and Jobs Act – Part IX: Impact on M&A Transactions

by Garvey Schubert Barer on

The Tax Cuts and Jobs Act (“TCJA”) will significantly impact merger and acquisition (“M&A”) activity. Although billed as tax reform, the TCJA did not reform or simplify the Internal Revenue Code (“Code”). Virtually none of...more

FTC Warning: Don’t Overshare in Pending Deals

by Shearman & Sterling LLP on

The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more

Global Private Equity Newsletter - Winter/Spring 2018 Edition: How Should US Sellers and Buyers of Businesses View European...

by Dechert LLP on

As M&A practitioners who do deals in Europe as well as in the U.S. know, the certainty of banking commitments is stronger as a rule in Europe than in the U.S. So much so that, given the choice, it can be a factor in the...more

Court Of Chancery Explains When A Minority Stockholder Has Control

by Morris James LLP on

In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) - Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more

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