News & Analysis as of

Mergers

FTC Offers Advice on Avoiding Violations in Pre-Merger Negotiations and Due Diligence

by K&L Gates LLP on

The Federal Trade Commission (“FTC”) recently published advice to businesses on avoiding violating the antitrust laws during merger negotiations and due diligence. Businesses engaging in mergers, acquisitions, and joint...more

US Hammers ZTE with Export Denial Order, May Further Weaken Trade with China

by Bass, Berry & Sims PLC on

• 7-year denial order imposed against Chinese telecommunications equipment maker • Denial order strictly limits business with company • Action comes as U.S. imposes other trade restrictions on China On April 16, U.S....more

Singapore Commission Proposes Amendments to Competition Act

by Jones Day on

The Bill: The Singapore Parliament passed a bill giving the Competition Commission of Singapore (or CCS) regulatory powers over consumer protection. The expanded body is now (effective 1 April 2018) called the Competition and...more

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

EU Competition Newsletter - April 2018

by Bryan Cave on

Lights Back On: Territorial Limits in EU Cartel Damages Claims - The Court of Appeal has ruled that iiyama's 1bn EUR cartel damages claims, against the participants of the cathode ray tube ("CRT") market and liquid...more

DOJ Announces First Settlement Under Trump Administration Regarding “No-Poach” Agreement

On April 3, 2018, the Antitrust Division of the U.S Department of Justice (“DOJ”) announced that it had reached a settlement in a matter involving a “no-poaching” agreement between employers—the first such enforcement action...more

Year Two of Trump Antitrust Merger Enforcement: What to Expect in 2018

On April 4, 2018, Skadden hosted a webinar titled “Year Two of Trump Antitrust Merger Enforcement: What to Expect in 2018.” The Skadden panelists were antitrust/competition global head Steven C. Sunshine and...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

Law Firm Merger Checklist Item-Culture

by Hayse LLC on

The spring of 2018 has produced a spate of large law firm mergers. Despite this noticeable activity, the interest in mergers is not something new-over 600 mergers and acquisitions have closed since 2007. Based on the tactic’s...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

An Update on Brexit and (Current) Implications on Trade

by Shearman & Sterling LLP on

It has been a year since Article 50 was triggered on March 29, 2017, and if no extension is given, the U.K. will leave the European Union (EU) on March 29, 2019. This means that negotiations are now at the half-way point, but...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

Antitrust Enforcement Under the Trump Administration

by Shearman & Sterling LLP on

Divining trends in antitrust enforcement in a given presidential administration can take some time. Many commentators didn’t notice material changes in antitrust enforcement in the Obama administration – at least in merger...more

Competition Newsletter April 2018

by Dentons on

Selective distribution: The Paris Court of Appeal applies the principles defined by the Court of Justice of the European Union in the Coty preliminary ruling - In a decision opposing Coty France to the online sales...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The White House has chosen Columbia University economist Richard Clarida as Fed Vice Chair—the number 2 spot at the central bank. Clarida is a “monetary policy scholar” and former Bush II administration Treasury official....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

Using “Old Cases,” District Court Applies Per Se Standard of Review to Blue Cross Blue Shield’s Restrictive Practices in Antitrust...

by Mintz Levin on

Since 2013, the Blue Cross Blue Shield Association has faced a series of purported class actions consolidated in the U.S. District Court in Alabama. In a recent decision focused upon the appropriate standard of review, the...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

Has Partial Substantive Consolidation Taken Off with Republic Airways Holdings?

Substantive consolidation is the ultimate disregard of the corporate separateness of a group of related debtors--it is “the effective merger of two or more legally distinct (albeit affiliated) entities into a single debtor...more

DAMITT Q1 2018 Update: Trend Toward Longer Antitrust Merger Investigations Slowing or Reversing, But Activity Levels Similar to...

by Dechert LLP on

Fast Facts - There are signs that the six-year trend toward longer significant investigations may be slowing or reversing. - Significant U.S. merger investigations lasted an average of 9.7 months in Q1 2018, the...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

Do More Than 83% of Law Firm Mergers Fail?

by Hayse LLC on

A Forbes article references a KPMG study which indicated that 83% of mergers fail to yield a favorable return to stockholders while a separate A. T. Kearney study determined that mergers overall yield a negative return to...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

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