Key Takeaways - ..Requires parties to provide notice to the Massachusetts Attorney General (“MA AG”), the Commission, and the Center for Health Information and Analysis for transactions involving certain health facilities...more
The following states have proposed, but not passed, additional state healthcare transaction notification laws....more
In corporate transactions of all kinds—mergers, acquisitions, and other business combinations—the purchaser company (Purchaser) must confront the question of how to treat the outstanding equity awards and the current equity...more
M&A activity in the digital infrastructure sector has been growing year-on-year in Europe, with deal counts and cumulative deal values highlighting the resilience of this asset class. 2024 is likely set to hit a new peak of...more
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
As the economy changes, corporate restructures, mergers and acquisitions are on the rise. There is a plethora of employment-related issues that should be heavily vetted in advance of a corporate transaction as the target...more
New York recently joined a growing number of states enacting legislation that increases oversight of certain healthcare transactions. Article 45-A of the 2024 Executive Budget is titled "Disclosure of Material Transactions"...more
Mergers and acquisitions have many moving parts, both before the transaction is completed and after the deal has closed. Having a reps and warranties insurance policy can make things easier for an insured if problems arise...more
Especially in an election year, due diligence in corporate mergers and acquisitions is incomplete without reviewing political law compliance. Due diligence often overlooks political law compliance issues, which can result...more
Just as representations and warranties (R&W) policies are very different from most other insurance products, so too are R&W claims, as they of course arise out of the terms of the policy. These policies provide coverage for a...more
Despite the aggressive rhetoric, the change in the leadership and composition at the U.S. Federal Trade Commission (FTC) did not result in more enforcement in 2021. As the calendar turned to 2022, the FTC seems to be stepping...more
Editor’s Note: The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur....more
The continued unfolding of the COVID-19 pandemic has already had a massive impact on the global economy and the economy of the United States. Businesses across almost every industry have been adversely impacted by the...more
Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more
Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not...more
Before a major financing transaction or the sale of a company, the investor or buyer will want to see most of the company’s legal and financial documents. This is called “due diligence.” If I asked you to share with me all of...more
In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more