News & Analysis as of

Proposed Regulation Mergers Acquisitions

A&O Shearman

Proposed dual consolidated loss regulations would disallow U.S. tax use of foreign losses viewed as reducing Pillar Two tax...

A&O Shearman on

On August 6, 2024, the U.S. Treasury Department (“Treasury”) issued proposed regulations under section 1503 (the “Proposed Regulations”) that address the interaction between the dual consolidated loss (“DCL”) rules and the...more

Mintz - Securities & Capital Markets...

Proposed Treasury Regulations Provide Guidance on Stock Buyback Excise Tax for Redemptions and M&A Transactions

On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK Takeover Panel Proposes Narrowing the Scope of Companies Subject to the Takeover Code

On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more

Fenwick & West LLP

FTC and DOJ Publish Final Revised Merger Guidelines, Driving Increased Uncertainty for M&A Activity

Fenwick & West LLP on

On December 18, 2023, the Federal Trade Commission (FTC) and Department of Justice Antitrust Division (DOJ) (together, the “agencies”) jointly released their final revised 2023 Merger Guidelines, reflecting modest adjustments...more

Skadden, Arps, Slate, Meagher & Flom LLP

DOJ and FTC Release Final 2023 Merger Guidelines Formalizing Aggressive Merger Enforcement Playbook

On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects...more

McDermott Will & Emery

New FTC, DOJ Merger Guidelines Create Challenges and Opportunities

McDermott Will & Emery on

The US Federal Trade Commission (FTC) and US Department of Justice Antitrust Division (DOJ) issued their updated Merger Guidelines on December 18, 2023. These guidelines represent a significantly more...more

White & Case LLP

Major proposed changes to US antitrust rules present new hurdles

White & Case LLP on

Under the Biden administration, the US antitrust agencies—the Federal Trade Commission (FTC) and Department of Justice, Antitrust Division (DOJ)—have proposed widespread changes to antitrust policy, creating uncertainty for...more

Foley & Lardner LLP

California: Proposed Regulations Impacting the M&A Market in California

Foley & Lardner LLP on

Below we outline what you need to know from the recently proposed regulations if you are a health care entity evaluating a transaction in California that is expected to close on or after April 1, 2024. Since the...more

Fenwick & West LLP

ESG Reporting for Private Companies

Fenwick & West LLP on

As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Proskauer - Health Care Law Brief

California Releases Proposed Regulations on Health Care Transaction Notice Requirements

On July 27, 2023, California’s Office of Health Care Access and Information (the “Office”) released its long-awaited proposed regulations on the notice requirements for material health care transactions in California. The...more

Sheppard Mullin Richter & Hampton LLP

Update from California’s Office of Health Care Affordability (OHCA): Proposed Regulations re Material Change Transactions and...

As we previewed in our blog article in March on the establishment of California’s new Office of Health Care Affordability (OHCA), OHCA has issued proposed regulations available on the OHCA website, that provide...more

Sheppard Mullin Richter & Hampton LLP

California Office of Health Care Affordability: Another Regulatory Hurdle for California Healthcare M&A Transactions?

California has a new regulatory review process that could have implications for healthcare mergers and acquisitions and similar transactions in the state. By way of background, after nearly two years of negotiations with...more

White & Case LLP

Key legislation and judgments coming up in 2023

White & Case LLP on

A number of legislative changes and court judgments that will affect merger review both substantively and procedurally are expected to enter into force in 2023. In the EU, the revised Market Definition Notice is anticipated...more

Dechert LLP

The entry into force of the Digital Markets Act kicks off new era of digital regulation in Europe

Dechert LLP on

On 12 October the Digital Markets Act (DMA)1  was published in the Official Journal of the European Union. The DMA will enter into force on 1 November 2022 and will apply as of 2 May 2023. The DMA introduces European-wide ex...more

Latham & Watkins LLP

EU Regulation on Foreign Subsidies - July 2022

Latham & Watkins LLP on

On 30 June 2022, the EU co-legislators (the European Parliament and the Council) reached an agreement on a regulation to control foreign subsidies that distort the EU internal market (Foreign Subsidies Regulation or FSR). ...more

McDermott Will & Emery

Antitrust M&A Snapshot - August 2021 Q2

APRIL – JUNE 2021: HIGHLIGHTS - UNITED STATES - - The premerger notification landscape continues to shift as filings reach another record high, and the US Congress contemplates increases to filing fees and New York...more

WilmerHale

Lock, Stock and Two Smoking Notifications: The Proposed European Regulation on Foreign Subsidies

WilmerHale on

The European Commission has published a far-reaching proposal for a regulation to tackle foreign subsidies affecting the EU internal market. This proposal appears as a game changer for foreign direct investment. If adopted,...more

Katten Muchin Rosenman LLP

Health Care Symposium: The Business of Health Care in the Wake of COVID, the Election and Social Uncertainty | Key Takeaways

On October 29, Katten presented its first annual Health Care Symposium on "The Business of Health Care in the Wake of COVID, the Election and Social Uncertainty." The virtual program explored the current state of health care...more

A&O Shearman

IRS and Treasury Issue Final Regulations Regarding Use of Consolidated Net Operating Losses

A&O Shearman on

On October 13, 2020, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the IRS) released final regulations (T.D. 9927) (the “Regulations”) under sections 1502 and 1503 of the Internal Revenue Code...more

Womble Bond Dickinson

Proposed IRS 162(M) Regulations Effect Executive Compensation Arrangements

Womble Bond Dickinson on

The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...more

Akin Gump Strauss Hauer & Feld LLP

Treasury Releases Final Regulations Implementing CFIUS Reform

Key Points - On January 13, 2020, the U.S. Department of Treasury released final rules implementing FIRRMA, which reforms the CFIUS framework. These rules will take effect on February 13, 2020. - The final rules...more

WilmerHale

IRS Issues Proposed Regulations Under Code Section 162(m)

WilmerHale on

The 2017 Tax Cuts and Jobs Act (TCJA) significantly amended Internal Revenue Code Section 162(m), which generally disallows the deduction of compensation in excess of $1 million paid by a “publicly held corporation” to a...more

A&O Shearman

Section 385 Treasury Regulations Developments

A&O Shearman on

Related Party Debt Documentation Rules Are Removed and Future Changes to Limit Recharacterization Rules Are Expected - On October 31, 2019, the Treasury Department and the Internal Revenue Service (IRS) made two significant...more

Locke Lord LLP

BIG Haircut –Treasury Department Proposes to limit the use of NOLs on Certain Corporate Mergers and Acquisitions via 382 Built-in...

Locke Lord LLP on

On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more

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