Tag: Regulatory
Beyond Borders: A Guide for Navigating the European Regulatory Landscape
The heightened scrutiny M&A deals are encountering from various regulatory agencies in the US represents only part of the global regulatory regimes that cross-border dealmakers must navigate. European regulators have enacted – and aggressively pursued – a web of regulatory review tools, including merger control, foreign direct investment (FDI) and […]
Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full
2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51% year over year, while other sectors saw marked increases.[1] The headwinds […]
Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters Into a More Buoyant 2024
Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal financing became more difficult and expensive, placing more emphasis on alternative funding and value creation. In such an environment, […]
Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024
In a subdued year for global M&A, dealmaking in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down 17% from 2022), total pharmaceuticals and life sciences deal value in 2023 […]
Is the SEC process for SPAC registration statements Kafkaesque?
“Statement Regarding SPAC Matter,” is the latest from SEC Commissioner Hester Peirce. Seems completely anodyne, doesn’t it? But, as they say, looks can be deceiving. Instead, it’s a withering criticism of the SEC’s failure to declare a SPAC registration statement effective in time to allow a de-SPAC merger to go forward, […]
New SEC proposal takes on SPACs
Yesterday, the SEC voted, three to one, to propose new rules and amendments regarding SPACs, shell companies, the use of projections in SEC filings and a rule addressing the status of SPACs under the Investment Company Act of 1940. The proposal arrives in the context of calls from various corners, […]
Corp Fin issues new M&A-related CDIs
Last week, the SEC issued a number of new CDIs related primarily to M&A transactions, including Forms 8-K, communications under Rule 14a-12, and, in the context of de-SPAC transactions, the Rule 14e-5 prohibition of purchases outside of a tender offer. To learn more about these updates, please see the recent […]
The Cooley Outlook for 2018 M&A
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of the game. It is often difficult for large companies to foster innovation organically for […]
M&A Lessons Learned from the Blocked Chinese Acquisition of Lattice Semiconductor
Last week, President Trump issued an Executive Order prohibiting the acquisition of Lattice Semiconductor Corporation (Lattice), a US computer chip manufacturer, by a Chinese investor. The president’s order blocking the transaction was based on a recommendation by the Committee on Foreign Investment in the United States (CFIUS), an interagency committee […]
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 […]