News & Analysis as of

Target Company Acquisition Agreements

Adler Pollock & Sheehan P.C.

Pre-Acquisition Tactics: Tackling Related Party Transactions

Suppose you are an avid fan of the English Premier League (the “EPL”) like I am. In that case, you have likely heard or read about the ensuing arbitration between Manchester City Football Club and the EPL over the EPL’s...more

Goulston & Storrs PC

What's Market: Target Legal Opinions

Goulston & Storrs PC on

In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...more

King & Spalding

M&A Purchase Price Considerations in the Context of COVID-19

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Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are...more

Lowenstein Sandler LLP

New Research: Do Managers of a Target Corporation Withhold Good News?

Does increased appraisal risk have an effect on manager behavior?  Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

Latham & Watkins LLP on

This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more

King & Spalding

M&A in the Food and Beverage Industry, Part I: What You Need to Know About Due Diligence and Its Impact on Acquisition Agreement...

King & Spalding on

The food and beverage industry is booming and presents numerous attractive opportunities for acquisitions, investments and other strategic transactions. Whether a transaction involves the acquisition of a more mature brand...more

BCLP

EU & Competition Law Update – September 2017

BCLP on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European Parliament. ...more

Latham & Watkins LLP

2015 Guide to Acquiring US Public Companies

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This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Latham & Watkins LLP

Defending Against The Hostile Bid: Lessons Learned From Allergan

Latham & Watkins LLP on

Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more

Dorsey & Whitney LLP

SEC Files Settled Insider Trading Case As Administrative Proceeding

Dorsey & Whitney LLP on

One question in the wake of the Second Circuit’s decision in Newman regarding the personal benefit test for illegal tipping has been how the SEC would respond to a decision the U.S. Attorney told the Court would significantly...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Non-US Acquirer

Latham & Watkins LLP on

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

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