SEC Announces Enforcement Action for Failure to Disclose Banker Fee Arrangements
On February 14, 2016, the SEC settled an enforcement action against CVR Energy for providing misleading disclosure about the fees payable to CVR’s two financial advisors in connection with CVR’s defense of a hostile tender offer by affiliates of Carl Icahn in 2012. The SEC did not impose any civil […]
2017 M&A Trends Series: Rep & Warranty (R&W) Insurance is Here
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Rep & Warranty (R&W) Insurance is Here Previously, transaction insurance (or […]
2017 M&A Trends Series: Uncertain Times Cast Focus on Deal Certainty
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Uncertain Times Cast Focus on Deal Certainty Public-target M&A deals and […]
2017 M&A Trends Series: Innovation Pressures Fuel M&A
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Innovation Pressures Fuel M&A The WSJ has written about the rise […]
2017 M&A Trends Series: The Trump Effect
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. The Trump Effect How President Donald Trump will shape the regulatory […]
2017 M&A Trends Series: Cautious Optimism in the New Year
So far this year, deal parties are approaching M&A with cautious optimism. Over the next few days, we will run a series of Cooley M&A blog posts with some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Cautious Optimism […]
Allergan Fined for Failure to Disclose Merger Negotiations with Third Parties During Hostile Bid
At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? In a recent settlement of cease and desist proceedings against Allergan in connection with Valeant and Pershing Square’s well-publicized hostile […]
Antitrust 2017: Trends and Developments to Watch
1. Transition to a Trump Administration is top of the agenda President-elect Donald Trump’s DOJ and FTC transition team appointments and public short list of candidates to run the agencies indicate that antitrust enforcement in the Trump Administration will most likely mirror recent Republican administrations, which have tended to be […]
Data Points from Recent Appraisal Decisions
As concerns over the potential exercise of appraisal rights are increasingly being factored into deal price, data points from recent Delaware appraisal decisions may help inform a party of its appraisal risks and, if an appraisal claim is filed, may also be useful in deciding whether to settle the claim […]
Why we Expect Private Equity to Invest More in Tech in 2017
With all the analysis on domestic and international political events and their potential impact on M&A trends, it’s easy to miss that 2016 represented the continuation of a meaningful paradigm shift in private equity. With increasing frequency, traditional private equity investors are focusing on tech. Even in the relatively slow […]