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It has been roughly three years since my last blog post at the completion of my fellowship. I learned a few new things in these 2 roles, including how to evaluate a merger opportunity and present it to a corporation’s Board of Directors (BoD). Lastly, what is the target looking for from this merger.
Last month, I wrote a blog post on the tone at the top, exemplified in Star Trek’s Original Series episode, Devil in the Dark. I decided to write a series of blog posts exploring Star Trek: The Original Series episodes as guides to the Hallmarks of an Effective Compliance program set out in the FCPA Resources Guide, 2nd edition.
Because of the recent escalation in securities litigation that follows a majority of mergers and acquisitions, the Bump-Up Exclusion is of critical importance to publicly traded policyholders. By: Pillsbury - Policyholder Pulse blog
Mergers & Acquisitions practice relies heavily on the use of forms and precedent. Form of Written Consent of Sole Member of LLC Approving Merger A simple consent needed for the sole member of a limited liability company to approve an M&A transaction. They are the very foundation of what we do. Consents & Resolutions.
Last month, I blogged about reverse mergers and highlighted a WilmerHale memo discussing some of the reasons that a reverse merger might be an attractive alternative to an IPO for some companies.
Mergers and acquisitions (M&A) often capture headlines as high-stakes corporate dramas. In mergers, synergy is the magic that transforms two separate entities into a more potent, competitive force. For example, a merger between a consumer goods company and a retailer could create a powerful distribution channel.
In today’s rapidly evolving digital landscape, technology’s impact on mergers and acquisitions (M&A) is profound and multifaceted. Digital Integration Post-merger integration is one of the most challenging aspects of M&A, and technology plays a crucial role in this phase.
We’ve blogged quite a bit about the FTC & DOJ’s aggressive approach to merger enforcement and the agencies’ willingness to adopt novel theories in litigation. However, a recent article in The […]
Earlier this month, the CLS Blue Sky Blog ran a post from Paul Weiss discussing ways the DOJ and FTC’s proposed merger guidelines will impact private-equity-sponsored acquisitions.
This is the third part of a multi-part blog post series discussing the implications and fallout from the Final Rule recently adopted by the Federal Trade Commission (FTC), banning the enforcement of almost all noncompete agreements with workers.
Earlier this month, I blogged about Chancellor McCormick’s decision in Sjunde AP-fonden v. 2/24), in which the Chancellor refused to dismiss claims alleged that the board violated various provisions of the DGCL by, among other things, approving a late-stage draft of the merger agreement instead of a final execution copy. […]
Mergers and acquisitions (M&A) have always been a powerful tool for companies to grow and expand. M&A for positive change Mergers and acquisitions can be a powerful force for positive change. Here are a few examples: Mergers and acquisitions can create new and innovative products and services.
Last week, John blogged about the FTC’s challenge of Kroger’s proposed acquisition of Albertsons — and specifically, the FTC’s criticism of the divestiture plan the parties devised to address antitrust concerns. This Freshfields blog on the lawsuit notes that the lawsuit also gives some […]
In a prior blog post, we noted the trend of states enacting legislation implementing reporting requirements for certain healthcare transactions. On March 13, 2024, Indiana joined this trend as Indiana Governor Eric Holcomb enacted Senate Enrolled Act No. 9 (the Act). By: Robinson+Cole Health Law Diagnosis
About this time last year, I blogged about Chancellor McCormick’s decision in Crispo v. Musk, (Del. 10/22) which addressed an issue that Delaware is still sorting out – the circumstances under which a stockholder may assert a claim as a third-party beneficiary to an acquisition agreement.
We’ll examine the two underlying insurance categories in this blog and their impact on the reps and warranties insurance that companies should purchase for their merger or acquisition. This distinction is crucial when you are acquiring a new company and deciding how best to merge the target’s existing insurance coverage with your own.
Over on The Business Law Prof Blog, Prof. Ann Lipton flagged a recent transaction that came up with a fix for the Con Ed clause enforceability issues highlighted by Chancellor McCormick’s recent decision in Crispo v.
In a blog post published yesterday, CEO and co-founder Brendan Falk said that Amazon was acquiring Fig’s technology, while its employees — including two co-founders — would be joining Amazon’s cloud subsidiary AWS.
There remain thousands of companies around the world ripe for sale or mergers with other companies that we believe can keep the M&A momentum churning for many years to come. The post Photonics Blog Series appeared first on FOCUS Investment Banking LLC. Read full article here.
This Freshfields blog notes that the model legislation follows the adoption of baby HSR Acts by a number of states […] In late July, the Uniform Law Commission approved model legislation for a standardized approach to require companies to submit HSR Filings to state AGs and to permit State AGs to share filings with each other.
Jason Button is a director at Cisco and leads the company’s Security and Trust Mergers and Acquisitions (M&A) team. He was formerly the director of IT at Duo Security, a company Cisco acquired in 2… Read more on Cisco Blogs
Last March, the DOJ filed a lawsuit in federal court seeking to block the proposed merger between JetBlue & Spirit Airlines. As we blogged at the time, although the DOJ & FTC have peddled some novel theories in merger challenges, this challenge was more conventional.
By: Stinson - Corporate & Securities Law Blog The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.
A recent Cooley blog reviews Delaware case law addressing specific performance and draws some conclusions from those decisions about the circumstances under which a Delaware court is – and is not – likely to order specific performance of a merger agreement.
At the beginning of the year, John blogged about a charter amendment contemplated in a merger agreement to fix the Con Ed clause enforceability issues highlighted by Chancellor McCormick’s latest decision in Crispo v. We followed up with the proposed language and promised to alert you about disclosures in the proxy statement.
Last week, John shared a blog from Tulane Law prof Ann Lipton flagging a recent transaction where the parties contemplated a charter amendment in the merger agreement to fix the Con Ed clause enforceability issues highlighted by Chancellor McCormick’s recent decision in Crispo v.
Last week, John blogged about the DOJ’s new “Mergers & Acquisitions Safe Harbor Policy” intended to incentivize voluntary self-disclosure of wrongdoing uncovered during the M&A process, which Deputy AGs had previewed in a speech and multiple prior comments.
We also include links to our articles, blogs, and webinars with more analysis in these areas. In this newsletter, we analyze recent regulatory announcements, recap select enforcement actions, and preview upcoming deadlines and events. We understand that keeping on top of the rapidly evolving regulatory landscape is more. By: Wiley Rein LLP
Here’s my recent post on The Advisors’ Blog on CompensationStandards.com regarding M&A synergy awards: WTW’s Global Executive Compensation Analysis Team recently conducted a study of the 100 largest U.S. mergers from 2018 to 2022 focused on the use of special synergy awards.
We’ve blogged a few times about litigation surrounding insurers’ efforts to use bump-up exclusions in D&O policies to avoid coverage of amounts paid to settle merger claims. Last week, in Harman International Industries v. Illinois National Insurance, (Del.
The default rule in Delaware is that the attorney-client privilege passes in a merger from the acquired company to the buyer. However, the parties to a merger agreement may agree to depart from the default rule, and a recent Morris James blog highlights the Delaware Superior Court’s decision in Biomerieux v. Rhodes, (Del.
This fall, I blogged about the potential importance of taking a broader approach to identifying key talent critical to retain during an acquisition or merger.
This D&O Diary blog from Kevin LaCroix discusses an early March decision by the Eastern District of Virginia that a bump-up exclusion precluded D&O coverage for the $90 million paid by Towers Watson in settlement of claims relating to its January 2016 merger with Willis Group Holdings.
We also include links to our articles, blogs, and webinars with more analysis in these areas. In this newsletter, we analyze recent regulatory announcements, recap key enforcement actions, and preview upcoming deadlines and events. We understand that keeping on top of the rapidly evolving regulatory landscape is more. By: Wiley Rein LLP
From the West Coast Healthcare Desk is an ongoing series of Holland & Knight Healthcare Blog articles and alerts focused on healthcare industry developments and points of interest in the West Coast healthcare marketplace.
In this blog post, we’ll explore what the Midaxo Value Tracker is, why it matters and how it can revolutionize your dealmaking efforts. Post-Merger Integration and Value Creation The ultimate goal of an M&A transaction is to create value for all stakeholders involved.
9/24) finding that J&J violated its earnout obligations in the merger agreement to acquire Auris Health. As John blogged at the motion to dismiss stage, the Chancery Court hears a lot of earnout cases, but very […] Yesterday, the Delaware Chancery Court issued its post-trial memorandum opinion in Fortis Advisors v.
As reported in a prior blog post, the Federal Trade Commission (“FTC”) filed suit in federal district court in September alleging that U.S. Anesthesia Partners, Inc.
an appeal with potentially far-reaching implications for suppliers, in our March 22 and May 21 blog posts. We previously previewed the issues presented in Higuchi Int’l Corp. Autoliv ASP, Inc., Yesterday, the U.S.
The headlines are crowded with stories about bank mergers and acquisitions among middle market banks. appeared first on Accenture Banking Blog. This doesn’t surprise me. While M&A slowed down during the height of the pandemic, it’s ramping up fast now as a mechanism to spur growth and recovery.
From the West Coast Healthcare Desk is an ongoing series of Holland & Knight Healthcare Blog articles and alerts focused on healthcare industry developments and points of interest in the West Coast healthcare marketplace.
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