Blog and Mergers - Investment Banking Today

M&A Blog #24 - Merger Relative Valuation

Francine Way

JUNE 22, 2020

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.

Valuation

Valuation M&A Mergers Mergers and Acquisitions

Compliance Lessons on Mergers and Acquisitions from Star Trek: The Ultimate Computer

JD Supra: Mergers

AUGUST 22, 2024

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.

Mergers and Acquisitions

Mergers and Acquisitions Mergers Acquisitions

Say What You Mean: Delaware Court Finds Bump-Up Exclusion Ambiguous as Applied to Mergers Versus Acquisitions

JD Supra: Mergers

SEPTEMBER 13, 2023

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

Mergers Mergers and Acquisitions Acquisitions Public Trading

Managing Litigation Risk During the Business Lifecycle, Part 2: Business Acquisition and Post-Closing Disputes

JD Supra: Mergers

APRIL 25, 2025

In this second installment of PilieroMazzas blog series, Managing Litigation Risk During the Business Lifecycle, we explore how a company acquiring another company can. Its a cautionary reminder to transactional lawyers: if the dealmaking process is not precise (or well-documented), then the risk of post-closing litigation is increased.

Business

Business Management Acquisitions IT

Reverse Mergers: Alternatives to a “Fallen Angel” Deal

Deal Lawyers

MAY 14, 2024

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

Mergers IPO

The Power of Synergy: How Mergers Create Exceptional Value

Sun Acquisitions

JANUARY 3, 2025

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.

Mergers

Mergers Mergers and Acquisitions M&A Business

Mergers & Acquisitions in a Tech-Driven World: How to Prepare Your Business

Sun Acquisitions

NOVEMBER 1, 2024

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.

Mergers

Mergers Mergers and Acquisitions Business Acquisitions

Antitrust: Will the FTC & DOJ’s Failed Attacks on Vertical Deals Spark a Merger Wave?

Deal Lawyers

SEPTEMBER 7, 2023

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 […]

Mergers

Mergers IT

Antitrust: The Impact of the Draft Merger Guidelines on Private Equity

Deal Lawyers

SEPTEMBER 27, 2023

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.

Private Equity

Private Equity Equities Mergers Mergers and Acquisitions

Executive Compensation and Employee Benefits Fallout After Sweeping FTC Ban on Noncompetes: Part 3—Impact on Mergers and Acquisitions

JD Supra: Mergers

MAY 14, 2024

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.

Mergers and Acquisitions

Mergers and Acquisitions Mergers Acquisitions Trading

Merger Agreements: Activision Decision May Raise Fewer Concerns in Other States

Deal Lawyers

MARCH 15, 2024

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

Mergers that Matter: Creating Value and Driving Growth Through M&A

Sun Acquisitions

DECEMBER 2, 2024

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.

M&A

M&A Mergers Mergers and Acquisitions Acquisitions

More On FTC Challenges Kroger-Albertsons Deal: New Merger Guidelines Applied

Deal Lawyers

MARCH 4, 2024

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 […]

Mergers

Mergers Acquisitions

Antitrust: The Draft Merger Guidelines & Non-US Regulators

Deal Lawyers

AUGUST 23, 2023

The DOJ & FTC’s draft merger guidelines have resulted in an avalanche of law firm memos – which we’re posting in our “Antitrust” Practice Area.

Mergers

Arctic Wolf acquires cybersecurity automation platform Revelstoke

TechCrunch: M&A

OCTOBER 10, 2023

In a blog post, Arctic Wolf chief product officer Dan Schiappa said that the acquisition would […]

Debt

Debt Equities Acquisitions Securities

Merger Agreements: Del. Chancery Addresses Enforceability of Con Ed Clause

Deal Lawyers

NOVEMBER 3, 2023

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.

Mergers

Mergers Acquisitions

The Impact of Underlying Insurance Policy Types on Reps and Warranties Insurance and M&A

JD Supra: Mergers

MARCH 19, 2024

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.

Insurance

Insurance M&A Mergers and Acquisitions Mergers

Additional States Implement Notice Requirements for Healthcare Transactions

JD Supra: Mergers

APRIL 17, 2024

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

Healthcare

Healthcare Mergers Acquisitions

Merger Agreements: A Charter Amendment Fix for Con Ed Clause Enforceability Issues?

Deal Lawyers

JANUARY 3, 2024

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.

Mergers

Mergers Business

Amazon acquires Fig, a startup building autocomplete for the command line

TechCrunch: M&A

AUGUST 29, 2023

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.

IT

IT Mergers and Acquisitions Mergers Acquisitions

Photonics Blog Series

Focus Investment Banking

NOVEMBER 17, 2023

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.

Investment Banking

Investment Banking M&A Sale Mergers

Antitrust: “Baby HSR Act” Model Legislation for State-Level Merger Review

Deal Lawyers

AUGUST 22, 2024

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.

Mergers

Mergers Shares

More than an Asset: The People Side of Mergers & Acquisitions

Cisco: M&A

OCTOBER 6, 2023

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

Mergers

Mergers Mergers and Acquisitions Acquisitions M&A

Antitrust: DOJ Gets a Big Win in JetBlue/Spirit Litigation

Deal Lawyers

JANUARY 17, 2024

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.

Mergers

SEC Expands Confidential Filings to Facilitate Planning for IPOs

JD Supra: Mergers

MARCH 4, 2025

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.

IPO

IPO Corporate Finance Corporation Finance

Specific Performance: Lessons From Recent Delaware Decisions

Deal Lawyers

OCTOBER 23, 2024

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.

Mergers

Even More on: A Charter Amendment Fix for Con Ed Clause Enforceability Issues

Deal Lawyers

FEBRUARY 20, 2024

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.

Mergers

More on: A Charter Amendment Fix for Con Ed Clause Enforceability Issues

Deal Lawyers

JANUARY 7, 2024

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.

Mergers

Mergers Shares IT

M&A Voluntary Self-Disclosure Safe Harbor: Tips for Acquirers

Deal Lawyers

OCTOBER 27, 2023

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.

M&A

M&A Mergers and Acquisitions Mergers Acquisitions

Wiley Consumer Protection Download (June 4, 2024)

JD Supra: Mergers

JUNE 5, 2024

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

Trading

Multiples, Multiples, Multiples! Why Manufacturing Companies Should Look Beyond EBIDTA Multiples

JD Supra: Mergers

NOVEMBER 6, 2024

By: Robinson+Cole Manufacturing Law Blog What are you hearing? What do the “multiples” look like in my [insert sub-industry] in manufacturing?

Manufacturing

The Stats on Special M&A Synergy Awards

Deal Lawyers

NOVEMBER 15, 2023

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.

M&A

M&A Mergers

The Ripple Effect: How Increased Capital Gains Taxes Influence Private Equity and Venture Capital Investments in M&A

Sun Acquisitions

APRIL 25, 2025

Increased capital gains taxes can have a far-reaching impact on the business landscape, with ripple effects extending to various sectors, including private equity and venture capital (PE/VC) investments in mergers and acquisitions (M&A).

Private Equity

Private Equity M&A Capital Investment

D&O Insurance: Delaware Court Rejects Insurer’s Efforts to Rely on Bump-Up Exclusion

Deal Lawyers

JANUARY 13, 2025

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.

Insurance

Insurance Mergers

Del. Superior Court Holds Seller Retained Privilege in M&A Transaction

Deal Lawyers

OCTOBER 9, 2024

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.

M&A

M&A Mergers

Retention Programs Covering More than the C-Suite

Deal Lawyers

DECEMBER 18, 2023

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.

Mergers

Mergers Acquisitions

D&O Insurance: Check Your Bump-Up Exclusion

Deal Lawyers

MARCH 19, 2024

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.

Insurance

Insurance Mergers IT

Wiley Consumer Protection Download (October 2, 2023)

JD Supra: Mergers

OCTOBER 3, 2023

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

Trading

Measuring the ROI of M&A Deals: Key Metrics and KPIs

Sun Acquisitions

APRIL 29, 2025

Mergers and acquisitions (M&A) can be a powerful tool for driving growth and creating business value. In this blog post, we will discuss some critical metrics and KPIs that can be used to assess the ROI of M&A deals. Cost Synergies: Have the anticipated cost savings from the merger or acquisition been realized?

M&A

M&A Mergers and Acquisitions Profitability Investment

California Court Decision Further Scrutinizes the Friendly PC Model – Now What?

JD Supra: Mergers

JUNE 25, 2024

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.

Healthcare

Unlocking Deal Success: Introducing the Midaxo Value Tracker

Midaxo

JULY 19, 2023

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.

M&A

M&A Collaboration Management Mergers

Earnouts: High Stakes ‘Robot Wars’ Not Permitted by Efforts Provision

Deal Lawyers

SEPTEMBER 5, 2024

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.

Mergers

Mergers IT

U.S. Anesthesia Partners and Welsh Carson File Motions to Dismiss FTC Antitrust Case

JD Supra: Mergers

NOVEMBER 30, 2023

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.

Private Equity

Private Equity Profitability Equities Trading

Federal Appeals Court Offers Additional Clarity on Requirements Contract Laws

JD Supra: Mergers

MAY 28, 2024

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.

IT

M&A Blog #24 - Merger Relative Valuation

Compliance Lessons on Mergers and Acquisitions from Star Trek: The Ultimate Computer

Trending Sources

Say What You Mean: Delaware Court Finds Bump-Up Exclusion Ambiguous as Applied to Mergers Versus Acquisitions

Managing Litigation Risk During the Business Lifecycle, Part 2: Business Acquisition and Post-Closing Disputes

Reverse Mergers: Alternatives to a “Fallen Angel” Deal

The Power of Synergy: How Mergers Create Exceptional Value

Mergers & Acquisitions in a Tech-Driven World: How to Prepare Your Business

Antitrust: Will the FTC & DOJ’s Failed Attacks on Vertical Deals Spark a Merger Wave?

Antitrust: The Impact of the Draft Merger Guidelines on Private Equity

Executive Compensation and Employee Benefits Fallout After Sweeping FTC Ban on Noncompetes: Part 3—Impact on Mergers and Acquisitions

Merger Agreements: Activision Decision May Raise Fewer Concerns in Other States

Mergers that Matter: Creating Value and Driving Growth Through M&A

More On FTC Challenges Kroger-Albertsons Deal: New Merger Guidelines Applied

Antitrust: The Draft Merger Guidelines & Non-US Regulators

Arctic Wolf acquires cybersecurity automation platform Revelstoke

Merger Agreements: Del. Chancery Addresses Enforceability of Con Ed Clause

The Impact of Underlying Insurance Policy Types on Reps and Warranties Insurance and M&A

Additional States Implement Notice Requirements for Healthcare Transactions

Merger Agreements: A Charter Amendment Fix for Con Ed Clause Enforceability Issues?

Amazon acquires Fig, a startup building autocomplete for the command line

Photonics Blog Series

Antitrust: “Baby HSR Act” Model Legislation for State-Level Merger Review

More than an Asset: The People Side of Mergers & Acquisitions

Antitrust: DOJ Gets a Big Win in JetBlue/Spirit Litigation

SEC Expands Confidential Filings to Facilitate Planning for IPOs

Specific Performance: Lessons From Recent Delaware Decisions

Even More on: A Charter Amendment Fix for Con Ed Clause Enforceability Issues

More on: A Charter Amendment Fix for Con Ed Clause Enforceability Issues

M&A Voluntary Self-Disclosure Safe Harbor: Tips for Acquirers

Wiley Consumer Protection Download (June 4, 2024)

Multiples, Multiples, Multiples! Why Manufacturing Companies Should Look Beyond EBIDTA Multiples

The Stats on Special M&A Synergy Awards

The Ripple Effect: How Increased Capital Gains Taxes Influence Private Equity and Venture Capital Investments in M&A

D&O Insurance: Delaware Court Rejects Insurer’s Efforts to Rely on Bump-Up Exclusion

Del. Superior Court Holds Seller Retained Privilege in M&A Transaction

Retention Programs Covering More than the C-Suite

D&O Insurance: Check Your Bump-Up Exclusion

Wiley Consumer Protection Download (October 2, 2023)

Measuring the ROI of M&A Deals: Key Metrics and KPIs

California Court Decision Further Scrutinizes the Friendly PC Model – Now What?

Unlocking Deal Success: Introducing the Midaxo Value Tracker

Earnouts: High Stakes ‘Robot Wars’ Not Permitted by Efforts Provision

U.S. Anesthesia Partners and Welsh Carson File Motions to Dismiss FTC Antitrust Case

Federal Appeals Court Offers Additional Clarity on Requirements Contract Laws

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