Articles and updates affecting M&A transactions
Category: Insight
DE Court Comments on Block-Holder Rights in OptimisCorp
The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a stockholder with a large block of shares – in the context of corporate turmoil where management, […]
Private Market Trends Snapshot 2016
M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific analysis, data-driven decision-making continues to make its way into negotiations and can, under the right circumstances, provide […]
Federal Trade Commission v. Steris Corporation: High Barriers to Proving Likely Anticompetitive Effects from Loss of Future Competition
It has been more than 50 years since the Supreme Court first deliberated over the potential competition doctrine in United States v. Penn-Olin Chemical Co., where the Court recognized that Section 7 of the Clayton Act may be violated based on that theory of competitive harm.
Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase
Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which addresses both the needs of a target company to develop a product or business on the one hand […]
Newly-Released Data Reveal 50% Increase in CFIUS Filings Over Prior Year
Each year, the US government releases a public version of a classified report to Congress summarizing the government’s confidential review of certain foreign investments in the United States. The entity responsible for the report is an obscure committee of federal agencies and offices with national security responsibilities. Collectively, the members of the […]
Top 10 M&A Developments and Trends for 2016
Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016.
Revised 2016 Hart-Scott-Rodino Antitrust Thresholds
Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about 2.5%, effective February 25, 2016, raising the level that a transaction’s value must exceed to trigger a filing from $76.3 million to $78.2 million and making adjustments to the Act’s other key dollar thresholds.
What US GCs Should Know About Drafting International Arbitration Clauses
Thinking about what may go wrong with a contract, can be as important as the planning to make it go right.Key issues such as where an arbitration should take place, the level of confidentiality required and what levels of evidential discovery are you likely to require, can all put you in a much better position to deal with a dispute if one should arise in the future.
Agreements to Agree can be Broken: Negotiating Letters of Intent
On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a strategic license in good faith in accordance with terms set forth in a term sheet. The […]
Top 10 Antitrust Developments and Trends to Watch in 2016
Attention in the US during 2016 will be on the presidential campaign, and the election in November will bring a change in the “antitrust guard” at the top of the DOJ and FTC – even if a Democrat wins – that will drive the direction of antitrust enforcement in years […]