Tag: Trends
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 […]
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 […]
ISS and Glass Lewis Update 2017 Proxy Voting Policies
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms to stockholders of public companies, recently released updates to their voting policies in 2017, including updates to their policies on “newly public” companies that have adopted anti-takeover protection measures considered “adverse to shareholder rights.” Our […]
Cybersecurity Diligence in M&A Transactions
Recently, in the midst of an M&A transaction involving Verizon and Yahoo!, news broke of a Yahoo! cybersecurity breach that had occurred approximately two years earlier. This event raised a lot of speculation around what effect the breach may have on the deal, including by how much it might change […]
Private Market Trends Snapshot 2016
M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific analysis, data-driven decision-making continues to make its way into negotiations and can, under the right circumstances, provide […]
Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase
Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which addresses both the needs of a target company to develop a product or business on the one hand […]
Top 10 M&A Developments and Trends for 2016
Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016.
Recent Trends in Antitrust and Regulatory Risk – Shifting in M&A Agreements
The recent drumbeat of aggressive antitrust and regulatory merger enforcement has put a spotlight on the importance of understanding the antitrust and regulatory risks raised by a potential deal, and efficiently allocating that risk in the transaction agreement. While transactions in dynamic technology, healthcare/life sciences, new media and telecom industries […]
Appraisal Arbitrage – A Rising Star in the Activist Playbook
Shareholder activism gains momentum and publicity with each passing proxy season. Activist-focused funds increase capital and investor expectations, proxy contest tactics become more practiced and skillful, nominees for board positions are industry tailored and more sophisticated and social media increases the reach (and entertainment value) of activist communications. What comes […]
Ten Most Influential M&A Developments of this Millennium
As we turn the page on a new year, many of us reflect upon the noteworthy events of the past as we look forward to the future. Deal lawyers are not exempt from this phenomenon. We present herewith our choices for the 10 Most Influential M&A Developments of this Millennium […]