News & Analysis as of

Hostile Takeover

CFIUS Continues Aggressive Intervention, Qualcomm Deal Blocked

by Bass, Berry & Sims PLC on

On March 12, 2018, President Trump blocked Broadcom, a Singapore-based semiconductor manufacturer, from pursuing the purchase of U.S.-based Qualcomm, a rival chip maker. Broadcom’s offer, reportedly for $117 billion or...more

President Trump halts Broadcom takeover of Qualcomm

by Hogan Lovells on

On 12 March 2018, President Trump issued an order blocking the proposed hostile takeover of Qualcomm Incorporated, a semiconductor and telecommunications equipment company headquartered in California, by Broadcom Limited, a...more

Analysis of Executive Order Prohibiting Broadcom’s Acquisition of Qualcomm

President Donald Trump’s recent executive order blocking Broadcom Limited’s acquisition of chipmaker Qualcomm, Inc. (the Order) is the latest in a series of significant actions and statements regarding the national security...more

President Blocks Hostile Takeover of Qualcomm Upon Recommendation from CFIUS

by Bryan Cave on

On March 12, 2018, President Trump issued an Executive Order blocking the proposed $117 billion hostile takeover of Qualcomm Incorporated by Broadcom Limited following a recommendation from the Committee on Foreign Investment...more

Chips on Their Shoulders: CFIUS Intervenes in Broadcom’s Hostile Takeover Bid for Qualcomm

• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The US government’s determination that Broadcom’s hostile takeover bid of Qualcomm “could pose a national security risk” is complicating an already high-stakes (and unwelcomed) overture by Broadcom. The Committee on Foreign...more

Thoughts for Board and Senior Management of Israeli Public Companies

by White & Case LLP on

We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year....more

Strategic Imperatives, Market Confidence Drive US M&A

2017 was another active year for mergers and acquisitions, both in the United States and globally, though the overall dollar volume of deals continued to lag behind 2015’s record levels. Global M&A activity was relatively...more

Italy Issues New Rules on Hostile Foreign Takeovers and Golden Powers

by Latham & Watkins LLP on

The Italian Council of Ministers has approved law decree no. 148 (the Decree), extending the disclosure requirements on stakebuilding in Italian listed companies and the Italian government’s so-called “golden powers”. The...more

EU & Competition Law Update – September 2017

by Bryan Cave on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European...more

Dealing with an Unsolicited Offer - The Bank Account

by Bryan Cave on

On today's episode Jonathan Hightower and Rob Klingler discuss how to handle unsolicited offers for your bank....more

German Government Amends German Foreign Trade and Payments Ordinance to Widen Control of Foreign Takeovers of Critical German...

by WilmerHale on

On July 12 the German federal government adopted important amendments (the amendments) to the German Foreign Trade and Payments Ordinance (the Ordinance), allowing for wider control of foreign corporate takeovers with a view...more

"Mergers and Acquisitions: 2016 Update"

Global mergers and acquisitions volume in 2016 declined from the record levels set in 2015, but activity was nonetheless strong by historical standards. Value of global deals was approximately $3.7 trillion, an annual total...more

Blog: Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid

by Cooley LLP on

At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? In a recent settlement of cease and...more

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

Court of Appeal Clarifies Scope of Shareholder Misrepresentation Claims in Takeover Bids

by Dentons on

In Rooney v. ArcelorMittal S.A., the Court of Appeal for Ontario considered whether a plaintiff in an action pursuant to section 131(1) of the Securities Act (the “Act”) is required to choose whether to sue the offeror, or to...more

Your daily dose of financial news - The Brief – 9.14.16

by Robins Kaplan LLP on

Following news of Starboard Value’s plan to shake things up at Perrigo, we have this take from Breakingviews, which suggests that fending off a hostile takeover (as Perrigo did from Mylan) tends to “make fertile turf for an...more

Your daily dose of financial news The Brief – 5.31.16

by Robins Kaplan LLP on

A lawsuit over an alleged Ponzi scheme involving a fund pushed by MetLife agents is raising hard questions for the insurance giant over the reaches of corporate liability...more

DOJ Sues to Block Halliburton's Purchase of Competitor Baker Hughes

Nearly a year and a half after the deal was announced, on April 6, 2016, the U.S. Department of Justice (DOJ) challenged Halliburton's proposed $35 billion acquisition of rival oilfield services provider Baker Hughes. The DOJ...more

Federal Reserve Goes After Anti-Takeover and Shareholder Protection Tools

by Dechert LLP on

The U.S. Federal Reserve Board (FRB) has become sensitized to safety and soundness concerns relating to shareholder protection arrangements. These arrangements are generally designed to protect existing shareholders of bank...more

Finish Line in Sight: New Take-Over Bid Rules Are Coming

On February 25, 2016, the Canadian Securities Administrators published final amendments to the rules governing take over bids in Canada that mark the completion of the process to enhance the quality and integrity of Canada’s...more

The Ropes Recap: Mergers & Acquisitions Law News - Fourth Quarter 2015

by Ropes & Gray LLP on

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that...more

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased...more

Using A Rights Plan to Protect Your NOL Assets

Traditional rights plans are adopted to protect companies against hostile takeover actions. However, in the current distressed environment, where energy stock prices have plunged and many companies have incurred significant...more

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