News & Analysis as of

Mergers

Through a Glass Darkly: The Latest Health Care Deals Signal a Further Shift in Control and the Locus of Care

by Epstein Becker & Green on

Two merger announcements this week—one concerning CVS’s intention to acquire Aetna and the other concerning United/Optum’s intention to acquire DaVita’s physician group—have health investors and strategists peering over the...more

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

Amendments to Australian Antitrust Regime Take Effect

by Jones Day on

The Situation: Australia has adopted a package of changes to its antitrust laws that are designed to give more power to its antitrust enforcement agency, the Australian Competition and Consumer Commission, and to increase...more

Expect A Busy 2018 On The M&A Front

by Murtha Cullina on

After a somewhat choppy 2017, many experts are calling for a busy 2018 in the M&A space. The Intralinks Deal Flow Predictor Report suggests that the pace of M&A activity will increase in 2018, based in large part on “a...more

International News: Brexit & the US Administration

by McDermott Will & Emery on

Cross Border M&A: The Impact of Brexit, the Trump Administration, and China’s Crackdown on Capital Flight The combination of Brexit, the Trump Administration, and China’s tightening grasp on capital, appear to have created...more

Pre-Merger Suit Deemed Premature By Chancery, Dismissal Granted

by Fox Rothschild LLP on

In a recent decision by the Delaware Court of Chancery, In re Straight Path Commc’ns Inc. Consol. S’holder Litig., Civil Action No. 2017-0486-SG (Del. Ch. Nov. 20, 20107), Vice Chancellor Glasscock stayed consideration of a...more

Sweeping Implications for CFIUS Reform: Bipartisan FIRRMA Legislation Gains Traction

by Baker Donelson on

As President Trump met with Chinese President Xi Jinping on November 9 at the Great Hall of the People in Beijing, he surprised many by giving China "great credit" for "taking advantage of" the United States on key...more

Technology As A “Horizontal” In M&A Transactions

by Cole Schotz on

Not too long ago, technology was considered a “vertical” market filled with companies that met the needs of the “technology” industry (think of the classic technology companies like Microsoft, Cisco, Apple, Intel, and IBM). ...more

The Wait Is Over – Implementing Cross-Border Corporate Transactions by Carve-Out before Final Merger Control Clearance

by Allen & Overy LLP on

Overview - Cross-border corporate transactions often require merger clearance by several competition authorities before they can be implemented. If the parties are working to a tight schedule and the necessary approval in...more

OCC Updates Guidance on Business Combinations

by Ruder Ware on

The Office of the Comptroller of the Currency (“OCC”) has recently updated its “Business Combinations” booklet, which is part of the Comptroller’s Licensing Manual. The revised booklet replaces the prior version, which was...more

Court Of Chancery Applies Corwin And Test For Control

by Morris James LLP on

Peter Van Der Fluit v. Yates, C.A. No. 12553-VCMR (Nov. 30, 2017) - Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the...more

The U.S. Congress intends to make a comprehensive revision of the foreign investment review

by Morrison & Foerster LLP on

On November 8, bipartisan lawmakers in both houses of the United States and the United Democrats proposed a new act aiming to make major revisions to the current review of the laws applicable to the U.S. Foreign Investment...more

Inside the Courts – An Update From Skadden Securities Litigators - November 2017/ Volume 9 / Issue 4

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August 2017 and October 2017....more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

Governance & Securities Law Focus: Latin America Edition - November 2017

by Shearman & Sterling LLP on

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the third quarter of 2017 that may be of interest to Latin American corporations and...more

A Court of Justice of the European Union Ruling Declared That Provisions of the Commercial Companies Code Restrict the Freedom of...

by K&L Gates LLP on

The provisions of the Commercial Companies Code (Commercial Companies Code Act of September 15, 2000, Code of Commercial Companies, uniform text in Journal of Laws of 2017, item 1577, hereinafter referred to as: “CCC”) do not...more

Court Of Chancery Finds Pre-Merger Suit Unripe

by Morris James LLP on

This is an interesting decision with potential implications for future shareholder litigation. Briefly, the complaint alleged that, in connection with a proposed merger, the controlling shareholder secured a side deal at the...more

Court of Chancery Addresses the Effect of Corwin and Garner in the Section 220 Context

Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin’s...more

Inside ADR - November 2017

by JAMS on

Dispute Deemed Minor under the Railway Labor Act, Sent To Arbitration - Flight Options, LLC and Flexjet LLC v. International Brotherhood of Teamsters 2017 WL 4583014 United States Court of Appeals, Sixth Circuit The...more

Continuing Trends in M&A Disclosure Litigation

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

Court of Chancery Confirms MFW Applies to Controlled-Company Sale With Disparate Consideration

In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Don't Ignore Privacy and Data Security: Pre-Deal and Negotiation Considerations for Buyers in Merger and Acquisition Transactions

Almost all parties are required to exchange personal data as part of a merger and acquisition transaction. With data breaches on the rise, any buyer in a M&A transaction cannot afford to ignore privacy and data security...more

The Hidden Risks of MOFCOM’s Simplified Procedure

Three years ago, China’s Ministry of Commerce (MOFCOM) introduced a simplified merger review procedure to reduce the review time for transactions that do not pose significant competitive or industrial policy concerns in...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

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