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 […]
Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions
The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. While certainly not […]
FTC Proposes Sweeping Changes to HSR Rules That Could Substantially Increase Burden, Time to Prepare Filings
The Federal Trade Commission (FTC) announced a proposal for a radical overhaul to the Hart-Scott-Rodino (HSR) premerger notification program that, if adopted, would dramatically increase costs, burden and the time required to prepare filings for transactions that must be notified to the government. Under the HSR Act, parties to transactions are required […]
Assessing Overlapping Boards After DOJ Crackdown
Over the past year, the U.S. Department of Justice has garnered headlines by issuing press releases announcing that directors have stepped down from 10 company boards, in response to DOJ concerns that their roles violated the Clayton Act’s Section 8 prohibitions on interlocking directorates.In October 2022, the DOJ announced the resignation of directors from […]
Europe’s Top Court on Merger Review: No Deals Are ‘Off the Table’
The European Union’s top court recently confirmed that an M&A transaction that does not require mandatory pre-merger authorization may be investigated post-merger on suspicion that the transaction involved an ‘abuse’ of the acquirer’s ‘dominant position’. Per the ruling in the Towercast case, pre-merger authorization under the EU Merger Regulation (or […]
Life Sciences Reverse Mergers Go Global: Is it the Path for Your Company?
With the US initial public offering markets continuing to remain largely closed, and special purpose acquisition company combinations being costly and complex, there’s a new kid in town for foreign companies looking to go public in the US: reverse mergers. We’ve seen a material increase in reverse merger transactions – […]