Spooky Season: Merger Agreements Rise From the Dead in Verisk Ruling
The Delaware Court of Chancery’s recent decision in Verisk Analytics, Inc. v. ExactLogix, Inc. d/b/a AccuLynx.com sheds light on how the Delaware courts will interpret contractual language, balance equities and grant specific performance. The outcome of this case should move the specific performance provision out of the merger agreement’s “boilerplate” […]
DOJ Announces ‘Historic’ $250 Million Penalty for HSR Filing Violations
On August 26, 2026, the US Department of Justice (DOJ) announced a proposed settlement with private equity firm KKR & Co. to resolve a complaint alleging repeated and “systemic” Hart-Scott-Rodino (HSR) Act violations. Under the settlement, KKR will pay a “historic” civil penalty of $250 million – “more than 20 […]
Choosing Your Corporate Home: A Trade-Off Guide for Founder-Led Tech Companies
The choice of state of incorporation used to be handled quietly at formation or IPO and rarely revisited. Even as a handful of high-profile companies and commentators began questioning Delaware’s judge-made law and domicile dominance in 2024, it was unclear whether the sentiment would be temporary or make corporate domicile […]
FTC, Requiring Divestitures, Approves Final Consent Decree in Ascension/AmSurg Deal
On August 25, 2026, the Federal Trade Commission (FTC) announced it had finalized a consent order resolving antitrust concerns arising from Ascension Health Alliance’s $3.9 billion acquisition of AmSurg. This order arrives against the backdrop of heightened FTC attention to the healthcare sector. In March 2026, FTC Chairman Andrew Ferguson directed the […]
FTC Court Win Blocks Henkel’s Acquisition of Liquid Nails
On August 17, 2026, the Federal Trade Commission (FTC) announced it had secured a win in court to block the merger of two of the largest construction adhesive brands. The ruling is a significant triumph for the FTC and a useful data point for dealmakers evaluating how the agency is litigating […]
FTC Secures Record $12 Million Penalty for HSR Violation
On July 13, 2026, the Federal Trade Commission (FTC) announced that Edwards Lifesciences and Genesis MedTech Group agreed to pay a combined civil penalty of $12 million to settle allegations that they intentionally structured Edwards’ acquisition of JC Medical, a subsidiary of Genesis, to avoid premerger reporting requirements under the Hart-Scott-Rodino (HSR) […]
Shifting Sands – Recent Developments in UK Merger Control
The UK’s Competition and Markets Authority (CMA) is taking significant steps to update its approach to merger control following both the coming into force of the Digital Markets, Competition and Consumers (DMCC) Act on 1 January 2025 and the most recent strategic steer from the UK government. While the DMCC […]
Delaware Enacts Amendments to Provide Safe Harbors for Conflicted Transactions
On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides guidance on the considerations, procedures and approvals required to obtain safe harbor protection for acts or transactions in which a director, […]
New CDIs Related to M&A
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. To see a summary of the CDIs, please see the full blog […]
OFSI Steps Up: The Future of UK Sanctions Enforcement
In the past year, the UK Office of Financial Sanctions Implementation (OFSI) actively has focused on sanctions enforcement efforts, particularly with respect to Russia-related measures (Russia sanctions), including by increasing spending for enforcement resources and collaborating with international allies. To learn more about recent trends and expectations with respect to […]