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Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Due diligence may not be glamorous, but it is the bedrock of a successful deal. Put simply, due diligence is the process of meticulously examining every nook and cranny of a target company’s operations, finances, and legal...more
Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more
In any merger or acquisition, the due diligence stage is one of the most critical steps. It allows the acquiring company to identify dealbreakers, assess risks, make informed decisions, negotiate effectively, ensure...more
Changing market dynamics have led buyers to assess available options to address post-closing target company issues. Amid the buoyant market of 2021 and early 2022, compressed deal timelines and frenzied competition...more
US de-SPAC M&A deal value has contracted significantly during the first half of 2022, sliding from US$231.31 billion during the buoyant H1 2021 period to just US$26.29 billion for H1 2022. A wider M&A slowdown as a result of...more
Accountants (or auditors in particular) are the benefactors of hindsight and get to put it to use every time they are engaged to opine on a company’s financial statements. Namely, that period from the date of the financial...more
US De-SPAC M&A Commentary - US De-SPAC M&A deal value totaled US$8.13 billion from 16 De-SPAC deals in Q1 2022. This was significantly lower than the record US$155.43 billion of De-SPAC deal value from 81 deals reported at...more
In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more
The interest in special purpose acquisition companies (SPACs), also known as blank check companies, skyrocketed in 2020 with 250+ SPAC filings. This year has already outpaced last year with 350+ SPAC filings and nearly 450...more
Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to...more
In re Baker Hughes Inc. Merger Litigation, C.A. No. 2019-0638 AGB (Del. Ch. Oct. 27, 2020). This decision arose out of a merger involving Baker Hughes and the oil and gas segment of General Electric (GE). Stockholders of...more
In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to streamline the financial statement disclosures that are required in connection with acquisition and disposition...more
The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses. SEC Chairman Jay Clayton stated that...more
*This post has been updated as of August 4, 2020. On May 20, 2020, the Securities and Exchange Commission formally adopted amendments to financial disclosure regulations regarding the acquisition and disposition of certain...more
Yesterday, once again without an open meeting, the SEC voted (with a dissent from Commissioner Allison Lee) to adopt amendments to the requirements for financial statements relating to acquisitions and dispositions of...more
On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14 and Article 11 of Regulation S-X governing acquisitions and dispositions of...more
BACKGROUND - On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed extensive amendments to the rules governing the financial disclosures that reporting companies must make regarding the acquisition and...more
The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions....more
In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more
Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more
Recent tax legislation, generally referred to as the Tax Cuts and Jobs Act (the “Act”), will have a significant impact on financial statement reporting. The Act was signed into law on December 22, 2017, and the financial...more
Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more
In 2016, the number of reported M&A transactions worldwide dipped by 2%, from a record 34,838 deals in 2015 to 34,191, but still represented the second highest annual tally since 2000. Worldwide M&A deal value decreased 16%,...more