Articles and updates affecting M&A transactions
Category: Insight
Corp Fin Issues New CDIs Regarding the Proxy Rules
On Friday, Corp Fin released some new CDIs relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI under Rule 14a-6. Universal proxy is once again a hot topic, and there […]
Navigating Compensation Issues in M&A Deals in a Volatile Market
Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and uncertainty, high interest rates, and reduced valuations, issues related to compensation may become more fraught as parties navigate alternative transaction […]
The ‘State’ of Delaware
During a panel at the October 2023 Berkeley Fall Forum on Corporate Governance, Delaware Court of Chancery Chancellor Kathaleen St. J. McCormick and Vice Chancellor Paul Fioravanti, along with lawyers Shannon Eagan (Cooley), Elena Norman (Young Conaway) and Randall Baron (Robbins Geller Rudman & Dowd), shared their views on recent developments in […]
Recorded Event: A Discussion on the M&A Outlook for 2024
On October 4, 2023, Cooley M&A partner Kevin Cooper appeared at Axios’ Dealmakers: The M&A Forecast virtual event. During the “View From the Top” segment, Cooper spoke with Fabricio Drumond, chief business officer at Axios, about the M&A landscape going into Q4 2023. Cooper highlighted trends in market activity, deal structuring and […]
Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom
In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing number of companies and their boards are actively progressing (or taking steps to formulate a plan […]
Cooley Publishes Updated CFIUS Overview Page
Cooley’s CFIUS team recently published an updated Committee on Foreign Investment in the United States overview page, which covers the introduction of “mandatory” CFIUS filing requirements by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The refreshed overview also summarizes the CFIUS regime generally – including a discussion of […]
DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement
In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan Kanter delivered a speech at the Brookings Institution, providing listeners with insights […]
Court of Justice Sets Lightning Rod for EU Foreign Direct Investment Screening
On 13 July 2023, the Court of Justice of the European Union (CJEU) handed down its first ruling on the European Union Foreign Direct Investment Screening Regulation, which entered into force in October 2020. In short, the CJEU clarified in Xella Magyarország that the regulation does not apply to acquisitions […]
EU’s Foreign Subsidies Check for M&A Deals Goes Live
The European Union’s new screening tool for third-country subsidies introduces a novel form of mergers & acquisitions scrutiny. Companies worldwide need to account for timing and execution risks arising from this system when M&A deals involve businesses with activities in the EU. The EU’s Foreign Subsidies Regulation (FSR) applies to deals agreed […]
Draft Revised Merger Guidelines Foreshadow More Aggressive Antitrust Enforcement
The US Department of Justice and Federal Trade Commission released draft revised merger guidelines in an effort to support the Biden administration’s aggressive antitrust enforcement agenda. The draft guidelines, which are subject to public comment for 60 days, spell out novel theories of harm that the Biden DOJ and FTC have pursued […]