News & Analysis as of

Mergers

Court Of Chancery Adopts Market Price In Appraisal Valuation

by Morris James LLP on

Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more

Senior EU Court Adviser Provides Welcome Guidance on Gun-Jumping

by WilmerHale on

EU and US laws prohibit merging companies from implementing reportable transactions until their deal is cleared or the statutory waiting period has expired. Violations of this principle are colloquially known as “gun-jumping”...more

EU & Competition Law Update - February 2018

by Bryan Cave on

Does the EU’s Qualcomm fine represent efficient justice? As widely reported, on 24 January 2018, the EU Commission fined Qualcomm €997m for abusing its dominant position in LTE baseband chipsets....more

FTC testimony underscores agency's views on certificate-of-need laws and competition in health care markets

by Dentons on

Staff from the Federal Trade Commission (FTC) appeared before the Alaska Senate Committee on Labor and Commerce on February 6, 2018, to present the FTC’s views on certificate-of-need (CON) laws and to support the repeal of...more

CFIUS and China: Separating Fact from Fiction ?????:??????????????

No, the Committee on Foreign Investment in the United States has not put a halt to acquisitions of U.S. companies by China-based purchasers. ??????????????????????????????????? Three recently cleared transactions...more

Hong Kong Securities and Futures Commission Proposes Raising Whitewash Approval Threshold

by Jones Day on

The Situation: The high level of certainty of obtaining shareholders' approval for whitewash waivers could lead to potential abuse by parties looking to obtain or consolidate control through whitewash transactions in Hong...more

FTC Announces Hart-Scott-Rodino Thresholds for 2018

by Jackson Walker on

On January 29, 2018, the Federal Trade Commission (the “FTC”) published in the Federal Register adjusted jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the...more

DOJ Toughens Antitrust Consent Decree Enforcement

by Jones Day on

The Situation: The U.S. Department of Justice Antitrust Division ("DOJ") has adopted new terms in recent consent decrees that enhance DOJ's ability to enforce its settlements, most importantly by lowering the evidentiary...more

Impact of Recent Tax Legislation on M&A Transactions

by Proskauer - Tax Talks on

This post outlines at a high-level certain provisions under the recently enacted 2017 tax legislation (Pub. L. 115-97, the “Tax Act”) that may affect M&A Transactions. Some of these rules are very complex, particularly in...more

THE LATEST: Divestitures of Complex Pipeline Pharmaceutical Products off the Table at the FTC

by McDermott Will & Emery on

WHAT HAPPENED: - Bruce Hoffman, acting director of the Bureau of Competition at the Federal Trade Commission (FTC), announced that the FTC will no longer accept divestitures of inhalant and injectable pipeline drugs in...more

2018 EU Trade, Regulatory and Competition Trends

Our “trends for 2018” are only a selection of interesting developments to watch for in 2018. Within the political and legislative cycle of the European Union, 2018 promises to be an eventful year, given that it is the last...more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Blog: The Cooley Outlook for 2018 M&A

by Cooley LLP on

What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: - Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of...more

Its Merger Season-Five Reasons for Your Law Firm to Think About Merger

by Hayse LLC on

Tis the season, but holidays are not involved. Rather, market forces, activity and trends confirm that law firm merger is on the minds of law firms. While mergers once seemed to happen mostly around the start of the year, the...more

JPM Conference Takeaways: Biotech and Biopharma Set for Growth in 2018

Coming off a year that saw a record number of new drug approvals, significant scientific breakthroughs and a year-end tax reform package that both significantly lowers corporate taxes and provides the long-awaited tax...more

Tried and trusted: US M&A in 2017: Four key trends moving the M&A needle in 2018

by White & Case LLP on

M&A's strategic relevance will ensure transactions continue to close in the face of geopolitical uncertainty. But trends in four areas—taxation, technology, PE, and antitrust—could define the coming year of...more

Tried and trusted: US M&A in 2017: Searching for the next big thing: Healthcare M&A

by White & Case LLP on

The hunt for blockbuster drugs is driving activity within the sector, while technology firms’ increasing presence in the market will be an area to watch in 2018. Despite a fall in headline figures, the healthcare sector...more

BUDGET 2018/2019: The “Super Bowl” of State Government

Congratulations to the Philadelphia Eagles, and its passionate fans, for winning Super Bowl LII and bringing the Lombardi Trophy back to the Commonwealth of Pennsylvania! Capitol Buzz celebrates your success, and the whole...more

Report on Sedona Conference on Trade Secrets

by Seyfarth Shaw LLP on

On December 6-8, the inaugural Sedona Conference on trade secrets took place in Scottsdale, Arizona. The invitation-only conference brought together outside counsel, in-house counsel, and experts to have an in-depth...more

Tried and trusted: US M&A in 2017: Pursuit of scale drives consumer M&A

by White & Case LLP on

The race to consolidate resulted in a flurry of megadeals in 2017, while the disruptive impact of technology on consumer behavior continues to generate activity. M&A deal value in the consumer sector saw phenomenal growth...more

Tried and trusted: US M&A in 2017: Energy dealmaking is fueled by oil and power

by White & Case LLP on

Oil & gas dealmaking continues to generate the bulk of sector activity; consolidation in the power sector was driven by unsettled market conditions. M&A in the energy sector has taken a hit in 2017, with value dropping...more

Should Your Bank Consider Eliminating Its Parent Bank Holding Company?

by Holland & Knight LLP on

• After the April 2017 announcement that Bank of the Ozarks in Little Rock, Ark., had decided to eliminate its bank holding company in favor of operating directly through its bank subsidiary, a number of banks have followed...more

Tried and trusted: US M&A in 2017: Industrials and chemicals M&A moves into the digital age

by White & Case LLP on

While market uncertainty surrounding tax reforms and NAFTA negotiations caused sector deal value to take a hit in 2017, technological convergence continues to generate a healthy level of deals....more

Energy & Sustainability 2017 Year in Review: Notable Deals and Financial Activities (Part 4 of 4)

In this four-part series, we revisit 2017’s biggest developments in Energy & Sustainability-related news, milestones, policy changes, and financial transactions. This is the fourth installment of the series. Click to read...more

New HSR Filing Thresholds Take Effect February 28, 2018

On January 26, 2018, the Federal Trade Commission (FTC) announced an increase in the thresholds that determine whether companies are required to notify federal antitrust authorities under the Hart-Scott-Rodino Antitrust...more

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