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Mergers Confidential Information

Wilson Sonsini Goodrich & Rosati

Back to School: Antitrust Reminders for Due Diligence and Pre-Closing Conduct

Information exchanges and integration planning are a vital component of the due diligence process when companies are considering acquisitions, mergers, joint ventures, or any other business decision involving another party....more

Winstead PC

Key Considerations in Review of NDAs as a Buyer

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When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Barnea Jaffa Lande & Co.

Merger Parties Fined for Exchanging Sensitive Information

At the end of May, the Israel Competition Authority’s Director General published a consent decree with Mizra Delicacy Food Industries and Zilber Meat and Sausage Products Industries. Both companies agreed to pay approximately...more

Mayer Brown

AI-Specific Representations in Tech M&A

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Navigating the acquisition of any company which makes substantial use of artificial intelligence (AI) requires a nuanced understanding of both its technological intricacies and legal complexities. As the landscape of AI...more

Jackson Lewis P.C.

Hospital Mergers Double the Risk of a Data Breach, Study Shows

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The healthcare sector is a prime target for data breaches. According to a summary by the HIPAA Journal, 32% of all data breaches between 2015 and 2022 were in the healthcare sector, “almost double the number recorded in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

Goodwin

Starting in April 2024, California Joins Growing Trend of Implementing Advance Review Processes for Healthcare Transactions

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With the passage of SB-184 (the “Bill”), California — like Maine, New York, and several other states — has addressed “pervasive” mergers and acquisitions across the healthcare industry by requiring prior notice to regulators...more

Reveal

5 Steps to Creating a Successful Data Governance Policy

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Data is the lifeblood of your organization. It sets the foundation for new business initiatives, workflows, and innovations. As it grows exponentially, its value also grows immeasurably—that is, if it is effectively managed....more

Willcox & Savage

Wait, Why Am I Signing this NDA Again? The Basics of Confidentiality Agreements

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NDAs are everywhere in M&A and other commercial transactions, but disclosing parties occasionally forget the original reasons for signing an NDA and, as a result, key clauses may be dropped. An occasional refresher on NDA...more

Holland & Hart LLP

Drafting Checklist for a Nondisclosure Agreement

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Nondisclosure agreements—called NDAs—are one of the most common types of business contracts. They are used in many situations in the pet care industry—exploring the possibility of mergers and acquisitions of veterinary...more

Woodruff Sawyer

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

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Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

A&O Shearman

California District Court Allows Novel SEC Insider Trading Theory To Proceed

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On January 14, 2022, Judge William Orrick of the United States District Court for the Northern District of California issued an order denying a former biopharmaceutical company executive’s motion to dismiss and allowing the...more

Goodwin

When Do M+A Discussions Constitute MNPI? Recent SEC Guidance May Shed Some Light

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Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”)...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – June 2020 - Quarantine Your Sensitive Business Information

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INTRODUCTION - If you are reading this during the first half of 2020, you’re probably reading it from somewhere in your own home — and probably near the friends and loved ones with whom you’re living in close quarters...more

Farella Braun + Martel LLP

Practices to Protect Trade Secrets in Failed Acquisitions and Customer Relationships

In part one of this three-part series on best practices for protecting trade secrets and guarding against claims of trade secret misappropriation, we examined some practice pointers for protecting trade secrets when key...more

A&O Shearman

M&A Watch: Keep Your Hands Off My Privilege! Delaware Revisits Privileged Communications In Private M&A Transactions

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In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more

Epstein Becker & Green

Confidentiality of HSR Submissions

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Parties involved in health care transactions subject to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (“HSR” or “Act”) frequently ask whether submission of the HSR Notification and Report...more

Seyfarth Shaw LLP

Belt And Suspenders: Recent Federal Circuit Case Highlights Importance Of Using Trade Secret And Patent Protections For IP

Seyfarth Shaw LLP on

Many companies assume that they need to choose between patent protections or trade secret protections for their intellectual property, thereby foregoing an important tool in their arsenal to protect key company assets....more

Jones Day

FTC Warns Parties on Information Exchanges During M&A Due Diligence

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The Situation: The Federal Trade Commission ("FTC") recently published a blog post reminding merging parties to avoid creating antitrust liability through the exchange of competitively sensitive information during merger...more

A&O Shearman

FTC Warning: Don’t Overshare in Pending Deals

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The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more

Wilson Sonsini Goodrich & Rosati

Antitrust Risks of Exchanging Information Before the Deal is Done

The Federal Trade Commission (FTC) recently issued guidance explaining how parties to a merger or acquisition can reduce antitrust risk when exchanging competitively sensitive information prior to closing. The exchange of...more

Faegre Drinker Biddle & Reath LLP

M&A 101: Key Concepts in Non-Disclosure Agreements

Contemplating an M&A transaction? Negotiating a confidentiality agreement, often referred to as a non-disclosure agreement or “NDA,” is one of the first steps in the M&A process. Although NDA negotiations may seem like a...more

Mitchell, Williams, Selig, Gates & Woodyard,...

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

Morris James LLP

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

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After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation,...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – March 2017

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US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more

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