Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Podcast - Navigating M&A Due Diligence: Safeguarding Security Clearances
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
AGG Talks: Cross-Border Business — Episode 7: Trans-Pacific Business: Australia and the U.S. - Part 1
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
What You Need to Know About the New FTC and DOJ HSR Changes
Fierce Competition Podcast | A Look at the Evolving Global Deal Landscape
On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more
Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more
In November 2023, in Issue Lines Drawn in SEC Shadow Trading Case, we revisited the case Securities and Exchange Commission v. Panuwat, the SEC’s first enforcement action brought on the theory of “shadow trading.”...more
In February 2022, in SEC Shadow Trading Case Breaks Ground, we discussed Securities and Exchange Commission v. Panuwat, the SEC’s first enforcement action brought on the theory of “shadow trading.”...more
There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more
Approaching Year End- Which holiday do you dread the most? For me, it has always been, and likely will always be, Labor Day. Of course, with each passing year, anything that I describe as “always” is less meaningful than...more
The past few years have seen dramatic shifts for mergers and acquisitions involving automotive dealerships. It has been estimated that approximately 3% of dealerships undergo a change of ownership in an average year...more
On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were...more
After M&A dealmaking cranked at an all-time high in 2021 with a record breaking 60,000 publicly disclosed deals aggregating over $5 trillion (see our recent article), the waters of M&A cooled considerably in 2022, with only...more
In a recent judgment in the case of Re Changyou.com Limited, CICA (Civil) Appeal 6 of 2021, delivered on 16 September 2022, the Cayman Islands Court of Appeal has applied the interpretative provisions of section 25 and...more
Dealmaking activity in the US healthcare sector was robust in H1 2022 in the face of various macroeconomic headwinds. There were US$92.4 billion worth of deals announced in H1 2022. This was a 51 percent decrease from a...more
It does not take a genius to take notice of the changing face of the technology economy. When the largest social network in the world announces the slightest drop in growth – indeed, when it announces double-digit decreases...more
What to Consider When Structuring a Cash and Equity Transaction - We have enjoyed low interest rates for years, leading to an increase in all-cash acquisitions. As valuations soared in 2021, we saw private equity firms...more
“I have wondered at times what the Ten Commandments would have looked like if Moses had run them through the U.S. Congress.” – Pres. Ronald Regan- That line probably describes the exasperation with which many Americans...more
Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more
M&A value among real estate firms quadrupled year-on-year in H1, after a tough 2020 - Real estate was particularly hard hit by lockdowns, with many real estate operators carrying significant holdings of hotels, shopping...more
Companies with a history of consistent revenue growth and adjusted EBITDA make attractive acquisition targets for strategic and private equity buyers. Unlike a strategic buyer, which may have on hand a management team capable...more
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more
Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more
Giunta v. Dingman, US Court of Appeals for the Second Circuit, June 19, 2018 - As relevant here, plaintiff Erik Gordon sued Dingman in New York, alleging that Dingman violated US securities laws in connection with his sale...more
Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law. Briefly, both involve the...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more
Cash is king in this year’s M&A deals. Our Federal Tax Group investigates the tax implications behind these all-cash deals and what dangers may lie ahead. - Few stocks are held by taxable persons - First-step mergers - A...more
A pair of recent decisions from the Delaware Supreme Court in connection with completed acquisitions of public companies emphasizes the importance of providing, before closing, proper disclosures to stockholders in order to...more
On December 14, the Delaware Supreme Court reversed a Chancery Court decision that had found the “fair value” of Dell shares in the 2013 MBO by Michael Dell and Silver Lake to be about 28% more than the final negotiated deal...more