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Today's speech by Guillaume Loriot -- the EC's Deputy Director General for Mergers -- is worth a read. Without agreeing necessarily with all of the enforcement decisions described therein, it is striking how much the speech reminds me of those given by US antitrust officials back in the 1990s, 2000s, and much of the 2010s.
Today, a tale of two markets are seen in healthcare mergers and acquisition (M&A): the present (as reflected in the data about declining dealmaking) and the future (reflected in the increasingly positive outlook by dealmakers).
The Report covers the period October 1, 2021, through September 30, 2022, which represents the first full fiscal year of the Biden Administration’s merger enforcement efforts. By: Lowenstein Sandler LLP
Following enhanced scrutiny from the Securities and Exchange Commission and the poor post-merger performance of many SPACs, the SPAC bubble burst in early 2021 as investors and dealmakers turned their attention elsewhere. By: Jones Day
Following feedback on the first edition of the National Security and Investment Act 2021 (NSI Act) market guidance, a recently published second edition clarifies aspects of the NSI Act for businesses falling within its scope. By: Morgan Lewis
AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s stockholders at a share price of $53.00 On July 2, 2024, the Delaware Chancery Court in Sciannella v. per share, a 52.8% premium over Viela’s share price at the time.
8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by investors who purchased shares of the special purpose acquisition company Churchill Capital Corporation IV (“CCIV”) in early 2021 before it merged with Atieva, Inc. d/b/a Lucid Motors (“Lucid”) in July 2021.
On July 19, the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) (collectively, the “Agencies”) published Draft Merger Guidelines. By: Mintz
On July 19, 2023, the Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued a draft version of new Merger Guidelines (Merger Guidelines), which would replace the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines (the latter were rescinded by the FTC in September 2021).
billion valuation in May 2021 when it announced a $130 million Series C. Atlassian announced this morning that it is acquiring video messaging service Loom for $975 million, the same company that had a $1.53 That was when companies were still thinking about all work being cloud-based and the future looked oh so bright.
The mergers and acquisitions (M&A) landscape in 2024 showed signs of recovery following the slump experienced in 2023. Deal volumes increased, but the market remains considerably slower compared to the boom years of 2021 and 2022.
Overview - The year 2022 started strong but proved to be a mixed year for M&A in what could be described as a return to earth after the record-setting year that was 2021. M&A market alone exceeded $2 trillion in 2021 – a staggering figure that crushed (by nearly 30%) the then-existing record established in 2015.
2024 was a better year for mergers and acquisitions (M&A) in the UK and Europe than 2023, although overall growth in the market was slow. Deal numbers, by both absolute volume and aggregate deal value, remained far below the heights of 2021. By: Katten Muchin Rosenman LLP
According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in almost every transaction—99% covered by the most recent study in 2021.
In a much-anticipated ruling of 3 September 2024, the EU's highest court threw out the policy that the European Commission has been pursuing since 2021, by which it asserted jurisdiction to review so-called “killer acquisitions” falling below the review thresholds of both the Commission and all EU Member States.
Market conditions suggest that the trend toward longer durations will continue in 2023. Amid the current economic uncertainty, many PE buyers are taking extra precautions to ensure that the deals they pursue will deliver the value they expect. By: Goodwin
Regulatory changes and government antitrust scrutiny of merger and acquisition activity have led to increased attention to Hart-Scott-Rodino (HSR) Second Requests. In Fiscal Year 2022, merging parties filed 3,029 transactions eligible for Second Request with regulatory agencies—the second highest in almost 20 years, surpassed only by FY 2021.
The amendment to section 86 of the Companies Act was gazetted on 21 October 2021 and came into effect on 31 August 2022, abolishing the ‘headcount test’ in members’ schemes of arrangement, typically used to privatise companies or as an alternative to the Cayman merger process. By: Conyers
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023. By: Womble Bond Dickinson
2021-0821-LWW (Del. 1, 2023) - In the aftermath of a SPAC merger, the plaintiff (a public stockholder) brought claims for breaches of fiduciary duty against the SPAC's board and sponsor, as controllers, for issuing an allegedly false and misleading proxy statement. GigAcquisitions2, LLC, C.A. By: Morris James LLP
The deal market reached historic levels in recent years, with record-setting merger and acquisition activity in 2021. Markets have since cooled, with capital becoming harder to find. But any company preparing to sell within the next five years should consider the more common IP issues that arise during the legal due diligence process.
While a new director joined the Board in 2020, he was ousted barely a year later in 2021 following some self-serving corporate governance maneuvers geared at maintaining the underperforming status quo and the mummified Board’s grip on power. Attempts to add a new independent director as recently as 2-3 years ago were met with pushback.
Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group took part in a two-part webinar series Behind the Scenes of the 2021 IPO & SPAC Boom on May 4 & 11, 2021. Session One – Tuesday, May 4, 2021, 9:00 – 10:30 am PT. Capital markets update with Morgan Stanley Planning and executing a successful SPAC merger.
As we close 2024, middle market M&A transactions, typically valued between $10 million and $500 million, have begun to show signs of finally rebounding from their peak in 2021. As deal activity continues to ramp up, here are some recent trends that we are observing going into 2025: By: Seward & Kissel LLP
government has used its powers under the National Security and Investment Act 2021 (the UK’s version of CFIUS) to order a Chinese-registered firm to sell its stake in a British semiconductor company. By: Hogan Lovells
The Situation: On September 10, 2024, the UK government published the third National Security and Investment Act 2021 Annual Report ("2023/2024 Annual Report"), revealing longer processing times for foreign direct investment ("FDI") reviews, but lower rates of Phase 2 call-ins and conditions being imposed. By: Jones Day
At the end of 2020, the United Kingdom (UK) and the European Union (EU) signed the EU-UK Trade and Cooperation Agreement (TCA), which both parties then ratified in 2021.
This is considerably less than in 2021 during which issuers raised over $108.8 The PIPE market has proven to be resilient during times of stress. In 2023, issuers raised over $33.8 billion in 809 PIPE transactions according to PrivateRaise. However, PIPE transaction activity has accelerated during the first five months of 2024.
COMPETITION - Summary of Commission Decision of 28 June 2021 pursuant to Article 7 of Council Regulation (EC) No 1/2003 in Case AT.39914 39914 - Euro Interest Rate Derivatives - Opinion of the Advisory Committee on restrictive agreements and dominant positions & Final Report of the Hearing Officer. By: Mayer Brown
s 2021 acquisition of GRAIL Inc., European Commission Orders Unprecedented Unwinding Of Illumina’s Acquisition of GRAIL. For the first time, the European Commission has ordered reversal of a consummated transaction, Illumina Inc.’s a company developing blood tests for cancer detection. By: WilmerHale
The Corporate Transparency Act (“CTA”) was signed by Congress back in January of 2021, but the Beneficial Ownership Information Reports (“BOI Reports”) were not required until January 1, 2024.
Superior, formed in 2021 and based in Baton Rouge, Louisiana, is a provider of home health and hospice services throughout Louisiana. Renovus Capital Partners has announced the acquisition of Superior Health Holdings. By: McGuireWoods LLP
Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022.
And What We Anticipate in 2022 2021 is finally behind us, and, as the old curse goes, we still appear to be living in interesting times. 2021 was not an easy year, and now that it's behind us we can't help but wonder what 2022 has in store. Will we see transaction multiples at last year’s levels? Or will the multiples decrease?
32/2021 on Commercial Companies Law (Companies Law), where shareholders play a pivotal role in the financial health and prosperity of a company. Investment is a cornerstone of corporate governance under Federal Decree-Law No.
The National Security and Investment Act 2021 (NSIA), the UK’s first standalone regime for screening investments on national security grounds, has been in force for two years. The UK government is considering steps to make the regime more business-friendly, while maintaining and refining essential national security protections.
As EBITDA and revenue multiples on larger platform acquisitions increased through 2021 and into the early part of 2022, many sponsors turned to consolidation and “buy and build” strategies, characterized by using smaller add-on acquisitions with lower price multiples to build value.
Much has been written about the Corporate Transparency Act (“CTA”), which was enacted on January 1, 2021, and went into effect on January 1, 2024. Briefly, the CTA requires “reporting companies” to disclose beneficial ownership information (“BOI”) to the federal government.
M&A dealmakers have been on a wild ride: from the pandemic-fueled rout in 2020 to 2021’s record-breaking recovery to a steep decline in 2023, the global M&A market has offered a masterclass in volatility.
2024 is likely set to hit a new peak of transaction activities in volume and value of transactions, since at the end of 2023, the deal activity in the region already looked similar to the full-year 2021. By: Latham & Watkins LLP
EU General Court Confirms Geo-Blocking Illegally Partitions the Single Market - On 27 September 2023, the EU’s second highest court, General Court or GC, upheld a 2021 European Commission decision that geo-blocking agreements relating to activation keys for PC video games infringed EU competition law. By: McGuireWoods LLP
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