Category: Regulatory
SEC Exemptive Order Halves Minimum Tender Offer Period for Negotiated All-Cash Transactions
Acquirors of public company targets in negotiated, all-cash acquisitions can now complete a transaction on the 11th business day following the commencement of a tender offer. This can shorten the closing timetable for certain public M&A transactions from a minimum of six weeks to as little as a month.[1] This […]
2026 Antitrust Outlook: Learnings From the First Year of ‘America First’ Enforcement
Following the transition to the second Trump administration, the Department of Justice (DOJ) and Federal Trade Commission (FTC) pivoted toward a more “business-friendly” posture in many respects, while pursuing other aggressive theories of harm, reminiscent of the Biden-era antitrust enforcers. The strategic shift toward an “America First Antitrust” policy in […]
Comparative Playbook: Navigating Conflicts in Delaware and Nevada
Companies approaching or having recently completed an IPO often face increased scrutiny around transactions involving insiders, investor-appointed directors or controlling stockholders. To help boards and management teams navigate these issues, Cooley’s Liz Dunshee and Courtney Tygesson put together a comparative playbook outlining how Delaware and Nevada law each address conflicted transactions […]
UK Merger Control in 2026 – What to Expect
In 2025, the UK Competition and Markets Authority (CMA) signalled a significant shift in its enforcement and merger review priorities, emphasising its alignment with the UK government’s pro-growth, pro-business agenda. While speeches by CMA executives in previous years had emphasised the need to avoid under-enforcement, including in the context of […]
FTC Issues 2026 HSR Filing Thresholds, Fee Adjustments and Interlocking Directorate Updates
The Hart-Scott-Rodino (HSR) Act thresholds, which determine whether mergers and acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC), will increase by nearly 6% in February 2026. The key minimum “size-of-transaction” threshold will increase from $126.4 million to $133.9 million. These annual adjustments, announced […]
US Government Shutdown Impact on Antitrust Enforcement – Expect Delays in Merger Review, Investigations, Litigation
With the US federal government now shut down until Congress passes funding legislation, federal agencies have begun furloughing employees. Those furloughs will impact the Department of Justice (DOJ) Antitrust Division and the Federal Trade Commission (FTC) – the federal agencies tasked with enforcing antitrust laws. Key takeaways: Please see the […]
CFIUS Non-Notified Transaction Enforcement: Cooley’s Five-Year Lookback
March 2025 marked the fifth anniversary of the Committee on Foreign Investment in the United States (CFIUS) initiative to “formalize and centralize” within the Department of the Treasury an enforcement function to identify and investigate “non-notified” transactions (i.e., cross-border acquisition and investment transactions that may have been subject to CFIUS […]
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 […]
New Hart-Scott-Rodino Act Filing Thresholds, Filing Fees and Interlocking Directorate Thresholds Announced
The Hart-Scott-Rodino (HSR) Act thresholds, which determine whether mergers and acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC), will increase by nearly 6% in February 2025. The key minimum “size-of-transaction” threshold will increase from $119.5 million to $126.4 million. These annual adjustments, […]