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When Is Revlon Applicable to a Stock and Cash Merger?

In the last five years, there have been over 150 public company mergers where the acquiror used a mixture of stock and cash as consideration to acquire the target. For 25 of these deals, cash comprised between 40% and 50% of...more

M&A in 2022 and Trends for 2023

Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages,...more

FTC Proposed HSR Amendment Could Make It Easier For Activist Investors And Hostile Bidders To Keep Positions Confidential From...

On September 21, 2020, the Federal Trade Commission (the “FTC”) announced proposed amendments that, if enacted, would make significant changes to the premerger notification rules under the Hart-Scott-Rodino Antitrust...more

Poison Pill Deep Dive Series: Qualifying Offer

The sixth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more

Poison Pill Deep Dive Series: Last Look

The fifth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more

Poison Pill Deep Dive Series: Triggering Percentage

The fourth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more

Poison Pill Deep Dive Series: Acting In Concert

The third of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more

Poison Pill Deep Dive Series: Grandfathering Existing Stockholders

The second of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a defensive measure used by a public...more

Poison Pill Deep Dive Series: The Inadvertent Triggering Exception

The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more

M&A Considerations Regarding CARES Act Loan Programs And Other Relief

In recent weeks Congress has authorized funding for a number of programs intended to provide relief to small- and medium-sized businesses and certain particularly hard-hit industry sectors, as well as to American businesses...more

Recent Lawsuits Highlight Pressure Points In M&A Deals Negotiated Pre-COVID-19

The COVID-19 crisis is highlighting pressure points in pending M&A deals that were negotiated before the pandemic’s effects became widespread. Last week, private equity firm Sycamore Partners terminated its deal to...more

The Potential Impact Of The Coronavirus (COVID-19) Pandemic On Hostile M&A and Shareholder Activism In The U.S.

Over the last month, each of the major stock market indices has experienced extreme volatility and a broad-based decline in value, largely in response to the coronavirus pandemic. The bellwether Dow Jones Industrial Average...more

SEC Issues Guidance on Non-GAAP Financial Measures for Business Combination Transactions

On April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more

The Deal's 2nd half M&A scene: Interview with Spencer Klein, Morrison Foerster [Video]

Spencer Klein of Morrison Foerster sits with The Deal to talk about major mergers and acquisitions---and how private equity came to find itself on the sidelines. For M&A, the second half of 2013 should pick up compared to...more

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