Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Dentons Dacheng Deal Done: Will BigLaw Follow Suit?
Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
State-level oversight of M&A and other strategic transactions involving healthcare is continuing to expand into new markets and impact growth strategies. The interest and need for healthcare services transactions in the...more
1. Although the Final Rule includes less extensive changes than those originally proposed, these changes will significantly increase the cost and the time required to prepare filings....more
As we reported on Oct. 11, the Federal Trade Commission (FTC) and Department of Justice (DOJ) announced the final HSR (Hart-Scott-Rodino Antitrust Improvements Act of 1976) rules and form changes on Oct. 10. While the “new”...more
Gone are the days when state attorneys general leave antitrust enforcement to their federal counterparts at the Federal Trade Commission or the U.S. Department of Justice Antitrust Division. Originally published in Law360...more
Please join Williams Mullen attorneys Amber Duncan and Max So as they discuss better assessing social media and other regulatory compliance during the due diligence process....more
The Federal Trade Commission ("FTC") unanimously issued a final rule expanding the requirements of premerger filings under the Hart-Scott-Rodino Antitrust Improvements ("HSR") Act of 1976. The HSR Act requires parties to...more
The Federal Trade Commission (FTC) finalized a comprehensive overhaul of the premerger notification program. Firms considering a merger or acquisition that meets the filing thresholds should prepare for a more onerous...more
After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be...more
On October 10, 2024, the US Federal Trade Commission (“FTC”) finalized significant updates to the Hart-Scott-Rodino (“HSR”) Form and Instructions (“New HSR Rules”). While not as broad as initially proposed last year, the...more
We recently had a Foreign Corrupt Practices Act (FCPA) enforcement action that reminded me that everything old is new again in anti-corruption compliance. The Securities and Exchange Commission (SEC) FCPA enforcement action...more
Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a...more
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
On September 17, 2024, the Antitrust Division of the United States Department of Justice (the “DOJ”) announced that it withdrew its 1995 Bank Merger Guidelines and instead, for purposes of evaluating the competitive impact of...more
The Situation: On September 10, 2024, the UK government published the third National Security and Investment Act 2021 Annual Report ("2023/2024 Annual Report"), revealing longer processing times for foreign direct investment...more
The M&A landscape is beginning to evolve, with shifts in market dynamics shaping deal terms and bargaining dynamics for 2024 and beyond....more
The Situation: On September 17, 2024, European Commission President Ursula von der Leyen unveiled her new proposed College of Commissioners and announced key European Union ("EU") policy priorities for the next five years....more
The FDIC, the OCC and the Justice Department earlier this month issued updated standards for bank mergers. The three agencies acted separately, although officials noted that they had worked with the other agencies involved....more
Every RIA owner will at some point need to transition their business, whether through internal succession, a sale of the business or otherwise. If the transition could be via a sale, the day to start planning to sell your RIA...more
Yesterday, both the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) finalized new guidelines regarding bank mergers. According to the agencies, these updates aim to enhance...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more