How much disclosure of deal dirty laundry is necessary in order to fully inform a Corwin/Volcano cleansing vote?
In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court’s dismissal of deal litigation based on obtaining a cleansing vote under Corwin/Volcano because the defendants failed to show “as required under Corwin” that the vote was fully informed. The […]
UK Government Proposes New Regime for Acquisitions That Have National Security Implications
On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent (together, the “Proposals”). The […]
UK Government Introduces Lower National Security Merger Review Thresholds
Under new measures coming into force on 11 June, the UK government will have greater powers to intervene in mergers that potentially raise national security concerns due to the target’s involvement in military and dual-use technologies and certain categories of advanced computer technology. Such transactions will be reviewable by the […]
Ninth Circuit Rules Tender Offer Disclosure Challenges Do Not Require Proof of Intent to Deceive
On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than fraudulent intent (scienter). This holding departs from longstanding rulings by five other federal appeals […]
M&A: Key Considerations in Transactions with EU Employees
The employment law landscape across the EU Member States is often markedly different from that in the US. Here, we take a look at five important employment issues to be aware of when a transaction includes employees in the EU. 1. Employee Representative Organizations. At the outset of any transaction […]
M&A Guide to CFIUS: How the Review Process Can Impact Your Transaction
Article 2 of 4 As discussed in a prior article in this series, the Committee on Foreign Investment in the United States is authorized to review certain cross-border mergers, acquisitions and investment transactions and to recommend that the US president take action to mitigate any perceived national security concerns with […]
The Cooley Outlook for 2018 M&A
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. It is often difficult for large companies to foster innovation organically for […]
Antitrust 2018: Trends and Developments to Watch
Trump’s agency appointments are setting the antitrust agenda in 2018. We offer insights on what to expect in the new year, including an increased scrutiny on vertical mergers; a heightened focus on structural remedies in enforcement actions; a continued spotlight on the pharmaceutical industry – particularly with respect to proposed […]
TechCrunch Equity Podcast: 2017’s Top Tech Acquisitions and What’s in Store for 2018
The January 12, 2018, edition of TechCrunch’s weekly venture capital-focused podcast, Equity, looks back at the past year’s M&A transactions and evaluates what’s in store for 2018. Cooley partner and co-chair of the firm’s M&A practice, Jamie Leigh, discusses 2017’s market uncertainty while predicting a more competitive and bold M&A […]
Delaware Supreme Court Reverses Dell’s Merger Appraisal Price Bump
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc. The trial court’s 2016 ruling, which found that a $25 billion management-led buyout undervalued the computer giant by about $7 billion, sent shock waves across the M&A landscape […]