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The most recent Transaction Advisors Institute (TAI) M&A conference was held at the University of Chicago in late June and covered topics ranging from current challenges impacting complex transactions to innovative methods to improve deal performance. Key M&A Takeaways for Q2 2023 1.
This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling to grant a motion to dismiss Caremark claims.
After a sluggish 2023 in which global merger and acquisition activity fell almost 20% to $2.87 trillion – the lowest level since 2013 – the question in the corporate world, is: ‘Will M&A roar back in 2024?’. By: Adams and Reese LLP
Though 2023 ended in much the same way as it began, with global geopolitical instability and high interest rates, investment in Québec has remained active, particularly in the Montréal area.
The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders.
The German Federal Court of Justice (BGH) clarified in a ruling on September 15, 2023 (V ZR 77/22) that sellers may not rely only on the information they put in a data room when fulfilling their disclosure obligations towards a buyer or investor. By: Dechert LLP
In particular, DOJ will provide safe harbor for acquiring companies that discover and disclose criminal conduct during the M&A process in order to. By: Paul Hastings LLP
On October 4, 2023, the U.S. Department of Justice (“DOJ”) announced a new Mergers & Acquisitions (“M&A”) Safe Harbor Policy to further encourage self-disclosures and provide companies with additional predictability in the M&A context. By: Foley Hoag LLP
On October 4, 2023, during remarks before the Society of Corporate Compliance and Ethics, Deputy Attorney General (AG) Lisa Monaco unveiled a new US Department of Justice (DOJ)-wide safe harbor policy for voluntary self-disclosures made in connection with mergers and acquisitions (M&A). By: McDermott Will & Emery
On October 4, 2023, the United States Department of Justice (DOJ) announced a “safe harbor” policy for companies that voluntary self-disclose violations identified during the M&A process.
In 2024 we have seen a significant increase in listed corporate bidders offering their equity to target company shareholders in UK public M&A deals, including on offers made by non-UK listed companies. That is a significant increase on the number of such deals in 2023 and the highest number in the last 5.
Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in M&A activity, but it is taking longer to hammer out deal terms.
We are excited to invite you to our upcoming webinar, a unique opportunity to gain insights from an industry professional who transitioned successfully from being an M&A Investment Banking Analyst at RBC Capital Markets into a Senior Strategy Analyst at The Walt Disney Company. Where do you currently stand in On-Cycle 2025 Recruiting?
On October 4, 2023, Deputy Attorney General (AG) Lisa Monaco announced the U.S. Deputy AG Monaco emphasized the policy as part of the DOJ’s expansion of its corporate enforcement tools and ongoing efforts to combat corporate crime. By: Wilson Sonsini Goodrich & Rosati
On October 4, 2023 at the Society of Corporate Compliance and Ethics' Compliance & Ethics Institute in Chicago, US Deputy Attorney General Lia A. By: Society of Corporate Compliance and Ethics
Norton Rose Fulbright & MergerMarket recently published “Global M&A Trends and Risks 2023,” which reports the results of a survey 200 of the most senior executives from multinational corporations, PE firms, and investment banks to gauge current M&A risks and trends.
Non-competition agreements and similar restrictive covenants form a bundle of rights and obligations that are hotly negotiated between buyers and sellers in every M&A transaction. Originally Published from Association of Corporate Counsel - June 2023. Originally Published from Association of Corporate Counsel - June 2023.
This week we cover the following topics: This week we cover the following topics: TPR updates cybersecurity guidance; TPR sets out its expectations on corporateM&A; PPF finalises levy rules for 2024/25; PASA digital Jargon Buster – Generative AI and Large Language Models; Next edition of WNTW: 8 January 2024.
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 stock repurchasesoccurring on or after January 1, 2023 (Stock Buyback Excise Tax).
Emmerich and Robin Panovka, Wachtell, Lipton, Rosen & Katz, on Saturday, January 7, 2023 Editor's Note: Adam O. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? Worldwide M&A volume was $3.6 Schwartz , David A.
Turano, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, May 7, 2023 Editor's Note: Andre Bouchard , Kyle Seifried , and Laura C. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? discussed on the Forum here ) by John C.
In March 2023, the Transaction Advisors Institute (TAI) held their annual San Francisco conference for corporate development and M&A. We were excited to partner with TAI as a sponsor this year to share ideas with attendees on how to elevate dealmaking using modern SaaS technologies for managing their M&A processes.
On TheCorporateCounsel.net, I recently blogged about the 2023 amendments to the DGCL. Key changes include: – Simplifying the process for ratifying defective corporate acts – Eliminating the need for stockholder approval for forward stock splits […]
On October 4, 2023, Deputy Attorney General Lisa O. Monaco announced a Department of Justice-wide safe harbor policy for voluntary self-disclosures made in connection with mergers and acquisitions.
On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form) the first revision in nearly two decades to key corporate governance and public takeover guidelines (such draft, the “2023 Guidelines”).
On October 4, 2023, the Department of Justice’s (“DOJ”) Deputy Attorney General Lisa Monaco announced a new “Mergers & Acquisitions Safe Harbor Policy” (“M&A Safe Harbor Policy” or “Policy”) for companies that voluntarily self-disclose corporate criminal misconduct to the Department of Justice. By: King & Spalding
By Jeannette Linfoot on Growth Business - Your gateway to entrepreneurial success Mergers and acquisitions (M&As) are essential in the corporate world, as companies buy and sell each other to expand their businesses and increase profitability. Once this offer has been presented, the two companies can negotiate terms in more detail.
Posted by Adam Badawi (UC Berkeley), Elisabeth de Fontenay (Duke University) and Julian Nyarko (Stanford University) , on Thursday, March 23, 2023 Editor's Note: Adam Badawi is a Professor of Law at UC Berkeley, Elisabeth de Fontenay is a Professor of Law at Duke University, and Julian Nyarko is an Associate Professor of Law at Stanford University.
After a very active year in 2021 and a reasonably robust market in 2022, M&A deal-making in the healthcare sector will soar in 2023 thanks to much corporate cash and private equity sitting on plenty of dry powder.
By Mark Herndon, Chairman, M&A Leadership Council Some Intergalactic Guidance Remember that 2015 movie with Matt Damon, called The Martian ? It should be "required watching" for all M&A professionals because it offers essential advice all M&A integrators should live by. You just begin. You do the math.
The Federal Trade Commission (FTC) on June 27, 2023, announced its intention to increase the cost and burden of its regulatory processes, which might prevent many even benign and procompetitive mergers and acquisitions (M&A) from getting out of corporate boardrooms. By: Holland & Knight LLP
Greecher, Wilson Sonsini Goodrich & Rosati, on Saturday, June 10, 2023 Editor's Note: Amy L. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? Simmerman, David J. Berger, and Ryan J. Simmerman , David J. Berger , and Ryan J.
Date: Friday, October 13, 2023 Time: 12:00 pm ET Polly Helvacioglu began her career working part-time as an Insurance Broker Analyst whilst completing studies for her Master’s in Finance at Hult International Business School. We cover topics like private equity, investment banking, switching careers, and how to grow in your job.
Posted by Barbara Borden and Sarah Lightdale, Cooley LLP, on Saturday, August 5, 2023 Editor's Note: Barbara Borden and Sarah Lightdale are Partners at Cooley LLP. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. This post is based on a Cooley memorandum by Ms. Borden, Ms.
M&A deals in the cryptocurrency space have been on an exponential rise over recent years. being the dominant market for M&A activity, according to PwC’s 2023 Global Cryptocurrency M&A and fundraising report. Victoria Wong, associate general counsel corporate at Coinbase Inc.,
Written by a Top OfficeHours Private Equity Coach Is PE a Good Fit for you? To know if the buyside is right for you, let’s start with a textbook understanding of “What is private equity?” Private equity involves investing capital directly into private businesses that are not publicly traded on stock exchanges (that would be a hedge fund).
Impax Asset Management has entered into an agreement to acquire the corporate credit assets from fixed income manager Absalon Corporate Credit, part of Formuepleje Group. The post Impax Asset Management to acquire corporate credit business from partner firm Formuepleje Group appeared first on The TRADE.
Sidley is pleased to share the December 2023 issue of Sidley Perspectives on M&A and Corporate Governance , a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.
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