Delaware Supreme Court Reverses Chancery Court, Holds Business Judgment Review Applicable to Tripadvisor’s Decision to Reincorporate in Nevada
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to reincorporate in Nevada was subject to business judgment review because no existing or threatened litigation was alleged. […]
Cooley’s 2024 Tech M&A Year in Review:We’re So Back (It’s So Over)
There’s nothing people love more than a good comeback story. After a rough 2023, tech M&A in 2024 was slow to start but ended the year strong, with deal values up 32% from 2023, well outpacing the overall M&A market’s 10% growth in 2024. Over the course of the year, […]
Cooley’s 2024 Activism Year in Review: Activists Ascendent
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in full swing, let’s take a fresh look at the […]
New Hart-Scott-Rodino Act Filing Thresholds, Filing Fees and Interlocking Directorate Thresholds Announced
The Hart-Scott-Rodino (HSR) Act thresholds, which determine whether mergers and acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC), will increase by nearly 6% in February 2025. The key minimum “size-of-transaction” threshold will increase from $119.5 million to $126.4 million. These annual adjustments, […]
Cooley’s 2024 Life Sciences M&A Year in Review: M&A Slims Down in 2024, but Will Appetites Grow in 2025?
With every new year comes reflection and resolutions. But as we go to press well into January, it is worth a reminder that studies show nearly 90% of New Year’s resolutions will have already failed by the end of the month. Fortunately, for those with the ever common resolution to […]
Navigating the New European Commission’s M&A Landscape: What In-House Counsel Need To Know
As the new European Commission (EC) assumes office for the 2024 – 2029 term, in-house legal counsel across industries must brace for an evolving regulatory environment that promises to influence the landscape of mergers and acquisitions (M&A). With significant shifts in priorities – from sustainability to strategic autonomy – and […]
Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter
There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery rulings on earnout disputes demonstrate that the contractual post-closing […]
Key Considerations as FTC, DOJ Significantly Change HSR Premerger Notification Requirements
On October 10, 2024, the Federal Trade Commission (FTC) announced a unanimous 5-0 vote to finalize changes to the Hart-Scott-Rodino (HSR) premerger notification program, including changes to the HSR form and associated instructions, with the Department of Justice (DOJ) concurring with the final rule. Under the HSR Act, parties to transactions are […]
As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics
On the heels of releasing its 2023 Annual Report to Congress, the Committee on Foreign Investment in the United States (CFIUS) publicly announced six new penalties on parties that failed to comply with CFIUS requirements in connection with cross-border transactions. The penalties range from $100,000 to a staggering $60 million fine for T-Mobile’s alleged […]
Not the Show They Wanted: DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty
The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection with its proposed acquisition of ASM Global. The proposed final judgment requires Legends, a global venue services company providing food and […]