Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
Private Equity (PE) has been a popular and frequent target of the Biden Administration’s recent antitrust enforcement efforts. Earlier this year, the Federal Trade Commission (FTC) and Department of Justice Antitrust Division...more
In a decision with significant implications for private equity firms and minority investors, on May 13, 2024, the US District Court for the Southern District of Texas dismissed the Federal Trade Commission’s (FTC) suit...more
The FTC’s recent campaign against private equity roll-ups hit a stumbling block on May 13 as the United States District Court for the Southern District of Texas tossed out the Federal Trade Commission’s antitrust claims...more
District court finds minority investors in companies accused of antitrust violations are not liable solely by virtue of holding a minority ownership stake. To obtain injunctive relief, the FTC must allege specific facts...more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
The Asian PE market presents significant opportunities through minority investments, with nearly 60% of all disclosed PE investments tracked by Preqin since 2000 structured as minority deals. PE deals in Asia range from...more
Private growth companies have ups and downs – only rocket ships tend to go straight up. Therefore, it can be difficult for an investor holding a minority stake in a private company to know whether a challenging time for the...more
A company that has rapidly reached exit stage may have received investment from a number of different sources and will often have a wide shareholder base comprising friends and family, management, ex‑management, VCs, and...more
Fast growing companies that reach exit velocity in record time are particularly attractive to PE investors. However, buyer beware! These companies may have received investment from a number of different sources and have a...more
A recent, highly anticipated ruling by a Bankruptcy Court in Delaware has reilluminated the concept of a "golden share". While an appeal of the ruling seems likely, this latest ruling by Delaware Bankruptcy Judge Mary F....more
New 90% threshold to implement a squeeze-out threshold: good news for financial markets, from IPO to PtoP - Stock exchange markets are one of the traditional tools available to French companies to finance their growth and...more
In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more
Minority Equity Arrangements - Given the increasingly competitive conditions for the deployment of capital by private equity sponsors and the desire for certain categories of owners to explore alternative opportunities for...more
The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more
Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,...more
Recently effected reforms to Spanish dividend protections for minority shareholders should cause European dealmakers to review deal terms more closely in 2017. Outright acquisition of businesses is unusual in Spain, 83% of...more
As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more
There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more
Minority investments are an increasing feature of the Italian PE market. One key driver of minority investments is demand from many entrepreneurs, founders and small and medium-sized businesses for funding to refinance...more
The Dutch competition authority (the Authority for Consumers and Markets, or ACM) has issued two decisions imposing fines on private equity firms for the participation of their portfolio company in the so-called flour cartel....more
Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity - At present, the EU Merger Regulation [Council Regulation (EC) No 139/2004] (the Merger...more
As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more