On June 17, the FTC announced an enforcement action against a software company and two of its executives for its practices related to its subscription model. According to the redacted complaint filed by the DOJ (upon referral...more
The U.S. DOJ, upon notification and referral from the FTC, filed a lawsuit against Adobe, Inc. and two of its executives (collectively, “Adobe”), alleging that the software company violated the FTC Act and the Restore Online...more
The Federal Trade Commission (FTC) has made clear its focus on automatic renewal programs with high-profile lawsuits in recent weeks, alleging violations of the Restore Online Shoppers' Confidence Act (ROSCA). Below are some...more
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
The FCC has issued a Notice of Proposed Rulemaking (NPRM) to consider prohibiting certain billing practices of cable operators and direct broadcast satellite (DBS) providers. Specifically, the FCC is proposing to ban cable...more
Both Agencies Want to Hear from Local Governments - The FCC will vote on December 13, 2023 to initiate a proceeding to prohibit cable and satellite TV providers from imposing early termination fees and or requiring...more
Part Two of our series on junk fees highlights recent regulatory, enforcement, and private action trends. Not only has the CFPB and FTC issued proposed rulemaking and guidance warnings against certain types of fee practices,...more
On June 13, the DOJ announced a settlement with a property management company resolving allegations that it charged nine servicemembers early termination fees after receiving military orders to relocate, in violation of the...more
With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more
On November 3, the FTC and a software company operating internet-based telephone services filed an agreed upon proposed court order, which includes a $100 million fine, following an FTC suit alleging that the software company...more
The FTC reached a settlement agreement with internet phone service provider Vonage America LLC and affiliate entities (collectively, “Vonage”) to resolve allegations that the company failed to provide required disclosures and...more
You’ve wined and dined and trained and invested in your new hire, and now they’re leaving you in the midst – before you were ready – can you still get the ring back, or in this case, “clawback” your training and other related...more
Deal Costs, Generally- Every purchase and sale of a business, whether from the perspective of the seller or the buyer, is about economics, and few items will impact the economics of the transaction more certainly or...more
New guidance has been issued by HMRC setting out their new policy on the VAT treatment of early termination fees and compensation payments, supplanting heavily criticised guidance issued in 2020. ...more
In In re Energy Future Holdings Corp., 990 F.3d 728 (3d Cir. 2021), the U.S. Court of Appeals for the Third Circuit ruled that even though a "stalking horse" bidder failed to obtain necessary regulatory approvals to close an...more
In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and...more
In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware...more
Signing up with a third-party administrator (TPA) is like getting married, you come in with the best of intentions and you never think that things won’t work out....more
The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) - The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for...more
Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...more
We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more