News & Analysis as of

Mergers Remedies

Skadden, Arps, Slate, Meagher & Flom LLP

UK Reforms Phase 2 Merger Review Process

On 25 April 2024, the UK Competition and Markets Authority (CMA) announced reforms to its in-depth merger control review process (the Phase 2 review). The updates include: - An expanded de minimis exception. The CMA will...more

McDermott Will & Emery

Heard at the 2024 Antitrust Law Section Spring Meeting: Part I

McDermott Will & Emery on

The American Bar Association Antitrust Law Section’s annual Spring Meeting is underway in Washington, DC. The annual Spring Meeting features updates from federal, state and international antitrust enforcers and extensive...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Insights for Dealmakers Confronting Washington’s Aggressive Approach to Merger Reviews

As part of the Biden administration’s avowedly aggressive approach to antitrust enforcement, it has challenged a number of high-profile mergers in court over the past two and a half years. While the track record of the...more

WilmerHale

Fix-It-First: Navigating a Seismic Shift in US Antitrust Agency Approaches to Merger Remedies

WilmerHale on

Senior officials at the US Department of Justice Antitrust Division (DOJ) and the US Federal Trade Commission (FTC) have made clear that they will not entertain or will sharply limit resolutions of merger investigations...more

Perkins Coie

Washington Court Reaffirms Appraisal as Remedy for Shareholders Challenging a Merger

Perkins Coie on

In an unpublished decision issued on January 3, 2023, Division I of the Washington Court of Appeals strongly reaffirmed Washington law providing that, absent a showing of fraudulent corporate conduct or certain procedural...more

Skadden, Arps, Slate, Meagher & Flom LLP

US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors,...more

White & Case LLP

Lessons from the EU General Court’s recent rejections of two appeals of merger prohibitions (Wieland, Thyssenkrupp)

White & Case LLP on

On 18 May and 22 June 2022, the EU General Court upheld two European Commission prohibition decisions. Both judgments endorsed the European Commission's assessment of the mergers at issue, recognising a broad margin of...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy

In In re GGP Stockholder Litigation, 2022 WL 2815820 (Del. July 19, 2022), an M&A transaction split the merger consideration into two parts: an oversized pre-closing dividend totaling over $9 billion, followed by a nominal...more

McDermott Will & Emery

[Webinar] Preparing for Litigation Resulting from a COVID-Related Busted Deal - May 8th, 12:00 pm - 1:00 pm EST

Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more

Fenwick & West LLP

Delaware Reaffirms High Bar for Establishing a Material Adverse Effect

Fenwick & West LLP on

In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more

Dechert LLP

DAMITT Q3 2019: Trump administration efforts to block mergers nears record; EU divestitures increasingly require preapproved...

Dechert LLP on

Fast Facts - United States - - The Trump administration’s efforts to block mergers near record, with 5 significant investigations resulting in complaints in 2019 YTD. - The number of significant antitrust merger...more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did...

The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider...more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more

White & Case LLP

JFTC Merger Review FY2018

White & Case LLP on

During FY 2018, the Japan Fair Trade Commission ("JFTC") received 321 notifications, which is the largest in the past five years and a 4.9 percent increase from FY 2017. It provided clearance for 315 cases at Phase I review....more

Dechert LLP

DAMITT Q2 2019: New Industry Analysis Sheds Light on Significant Investigations By Sector

Dechert LLP on

Fast Facts - United States - U.S. antitrust enforcement agencies concluded 20 “significant investigations” during the rolling-twelve months (RTM) ended Q2 2019, down from 28 for the RTM ended Q2 2018....more

King & Spalding

Additional Lessons From AT&T/Time Warner: Self-Help Remedies in Merger Challenges

King & Spalding on

The DOJ Antitrust Division’s high profile, unsuccessful attempt to block the AT&T/Time Warner merger ended on February 26, 2019 after the U.S. Court of Appeals for the D.C. Circuit affirmed the trial court’s decision to allow...more

Dechert LLP

DAMITT 2018 Review: No Trump Effect Yet, But Some EU Durations Decrease; Brexit Looms with Potentially Significant Implications

Dechert LLP on

Fast Facts - In the U.S., the number of significant antitrust merger investigations in 2018 reached a near-record low over DAMITT’s eight years of data, while their average duration remained near the record high. - In...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Skadden, Arps, Slate, Meagher & Flom LLP

China's Antitrust Regulator Ramps Up Scrutiny, Enforcement of Behavioral Remedies

In March 2018, China’s State Council announced the establishment of a unified market regulator, the State Administration for Market Regulation (SAMR), which now is responsible for all antitrust enforcement in China....more

Dechert LLP

DAMITT Q3 2018: U.S. Antitrust Agencies Announce Merger Review Reforms in Response to DAMITT Findings Number and Duration of...

Dechert LLP on

Citing findings from the Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) that have demonstrated a marked increase in the duration of significant merger investigations in recent years, DOJ Assistant Attorney...more

Dechert LLP

Recent Delaware Case Makes First Finding of "Material Adverse Effect": Key Takeaways

Dechert LLP on

The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more

Jones Day

German Federal Cartel Office (Bundeskartellamt) Publishes Merger Remedies Guidance

Jones Day on

The German Federal Cartel Office (Bundeskartellamt or "FCO") has published guidance on the requirements placed on remedies in merger control and their implementation. Remedies are an important instrument in merger control...more

McDermott Will & Emery

THE LATEST: Learnings from Merger Remedies Study Underscores FTC’s Heightened Focus on Remedy Packages and Proposed Buyers

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WHAT HAPPENED: ..In early February, the FTC released its Merger Remedies Study (the Study), which focused on transactions from 2006-2012 in which the FTC found a competitive problem that did not require a block outright,...more

McCarter & English, LLP

Pleading Failures Doom Disclosure Claims in Short-Form Merger Case

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more

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