2017 M&A Trends Series: Cautious Optimism in the New Year
So far this year, deal parties are approaching M&A with cautious optimism. Over the next few days, we will run a series of Cooley M&A blog posts with some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Cautious Optimism […]
Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid
At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? In a recent settlement of cease and desist proceedings against Allergan in connection with Valeant and Pershing Square’s well-publicized hostile […]
Antitrust 2017: Trends and Developments to Watch
1. Transition to a Trump Administration is top of the agenda President-elect Donald Trump’s DOJ and FTC transition team appointments and public short list of candidates to run the agencies indicate that antitrust enforcement in the Trump Administration will most likely mirror recent Republican administrations, which have tended to be […]
Data Points from Recent Appraisal Decisions
As concerns over the potential exercise of appraisal rights are increasingly being factored into deal price, data points from recent Delaware appraisal decisions may help inform a party of its appraisal risks and, if an appraisal claim is filed, may also be useful in deciding whether to settle the claim […]
Why we Expect Private Equity to Invest More in Tech in 2017
With all the analysis on domestic and international political events and their potential impact on M&A trends, it’s easy to miss that 2016 represented the continuation of a meaningful paradigm shift in private equity. With increasing frequency, traditional private equity investors are focusing on tech. Even in the relatively slow […]
ISS and Glass Lewis Update 2017 Proxy Voting Policies
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms to stockholders of public companies, recently released updates to their voting policies in 2017, including updates to their policies on “newly public” companies that have adopted anti-takeover protection measures considered “adverse to shareholder rights.” Our […]
Corp. Fin. Posts New Guidance on Banker Fee Disclosure of Alternative Fees for Tender Offers
On November 18, 2016, the Staff of the Division of Corporation Finance issued two new C&DIs that address banker fee disclosures for tender offers on Schedule 14D-9. The new C&DIs clarify that disclosure is required of “all” material terms for compensation including the types of fees payable to the financial […]
Treatment of M&A Non-solicits and Employee Comp Diligence Under New Antitrust Guidelines
Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees are in demand. Specifically, the guidelines clarify that an agreement among competing employers to limit or fix […]
Cybersecurity Diligence in M&A Transactions
Recently, in the midst of an M&A transaction involving Verizon and Yahoo!, news broke of a Yahoo! cybersecurity breach that had occurred approximately two years earlier. This event raised a lot of speculation around what effect the breach may have on the deal, including by how much it might change […]
Federal Antitrust Authorities Step Up Merger Enforcement – Recent Victories Buoy Enforcers
Obama Administration antitrust enforcers have faced criticism over the last year for not being sufficiently aggressive, allegedly leading to concentrated industries to the detriment of consumers. The Department of Justice and Federal Trade Commission appear to have responded by stepping up enforcement.The agencies’ efforts are bearing fruit. In just the […]