Articles and updates affecting M&A transactions
Category: Insight
Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions
The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations (“Covered Corporations”) effected after December 31, 2022 (the “Excise Tax”).[1] On December 27, 2022, the Department of the Treasury (“Treasury”) and the IRS issued Notice 2023-2 (the “Notice”), providing interim guidance […]
Highlights From the 2022 Berkeley Fall Forum on Corporate Governance
On November 8 and 9, Cooley and the Berkeley Center for Law and Business presented the 2022 Berkeley Fall Forum on Corporate Governance. The two-day event featured panel discussions on a range of topics, including emerging trends in M&A and capital markets, Delaware corporate jurisprudence, key boardroom strategy and governance best […]
HSR Filing Fees Increase Substantially for Large Transactions, Boost FTC and DOJ Antitrust Enforcement Funding
On December 29, 2022, President Joe Biden signed a funding bill into law that includes provisions that significantly change the filing fees for mergers & acquisitions notifiable under the Hart-Scott-Rodino (HSR) Act. For transactions valued at more than $5 billion, HSR filing fees are set to jump approximately 800% – […]
Cooley’s M&A Insights for Q3 2022
Cooley’s M&A practice has been busy amid the typically slower summer wind down. Steaming through the third quarter, Cooley’s deal flow put us at the top of the Bloomberg, Mergermarket and Refinitiv Q3 M&A league tables. Below, we’ve rounded up key insights and notable deals that have kept our team […]
Event Recording: A Conversation on M&A in Today’s Market
On September 28, 2022, Cooley sponsored the third virtual event in Axios’ Dealmakers series: A Conversation on M&A in Today’s Market. The event highlighted discussions surrounding the ever-changing dealmaking landscape of today and the impact of a recession on the future of the market. Axios technology and business reporter Kia […]
Did the Inflation Reduction Act Create a SPAC Tax?
On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain stock buybacks, which may impact special purpose acquisition companies (SPACs) at key points in […]
Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions
The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class structure typically entitles the holders of one class of the company’s common stock (often designated as Class B common stock) […]
Locking the Box in Private M&A Transactions – Myths and Facts
Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US, it is common to adjust the purchase price for cash, any excess or […]
Major Reforms Proposed for UK Merger Control: What Dealmakers Need to Know
On April 20, 2022, the UK government announced wide-ranging reforms to UK competition and consumer law policy, including significant threshold changes to the UK merger control regime. In particular, while the government aims to retain the UK’s voluntary and non-suspensory merger regime, the proposed reforms plan to expand the already extensive […]
Delaware bar recommends DGCL amendments, including officer exculpation charter provisions
The Council of the Corporation Law Section of the Delaware State Bar Association has provided recommendations to the Delaware General Assembly for a number of changes to the Delaware General Corporation Law, some of them significant, such as an amendment authorizing charter provisions that would eliminate the personal liability of specified officers […]