News & Analysis as of

Mergers Minority Shareholders Acquisitions

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

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As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

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

Hogan Lovells

Litigation developments: core M&A and corporate governance doctrines

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Hogan Lovells partners Courtney Devon Taylor and Christopher Pickens, from our Philadelphia and Northern Virginia offices respectively, discuss core M&A and corporate governance doctrines – and how they will continue to...more

White & Case LLP

5 things you need to know about...shareholder activism

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One - Whilst we have seen a decline in new public activist campaigns and demands since the onset of the pandemic, there is much going on below the surface. Many activists have adopted a "wait and see" approach regarding...more

Jones Day

Japan Legal Update - Volume 48 | July–August 2019

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Corporate - Japanese Government Issues M&A Guidelines - On June 28, 2019, Japan's Ministry of Economy, Trade and Industry issued the "Fair M&A Guidelines: Enhancing Corporate Value and Protecting Shareholders'...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

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In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Dechert LLP

Global Private Equity Newsletter - Fall 2018 Edition: Minority Equity Investments: Evolving Market Terms in Europe

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Minority Equity Arrangements - Given the increasingly competitive conditions for the deployment of capital by private equity sponsors and the desire for certain categories of owners to explore alternative opportunities for...more

Bradley Arant Boult Cummings LLP

Tennessee Diversifies Its Valuation-Method Portfolio for Closely Held Corporations

The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more

Faegre Drinker Biddle & Reath LLP

Even Minority Interest in a Competitor Could Violate Antitrust Laws

Companies and shareholders contemplating mergers or acquisitions must consider all potential anticompetitive implications of a deal, including the competitive effects of minority shareholder interests. The Federal Trade...more

A&O Shearman

Who’s the Boss? Minority Stockholders That Exercise Control

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In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Insights

Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,...more

Jones Day

Japan Legal Update - Volume 30 | October 2017

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Labor & Employment - Outline of Japanese Legislation for the Promotion of Work Style Reform Held Reasonable - On September 8, 2017, Japan's Labour Policy Council announced its opinion that the "Outline of Legislation...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

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As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Grants Preliminary Injunction in Shareholder Dispute

On January 6, 2017, Justice Charles E. Ramos of the Commercial Division issued an order enjoining two corporations from taking action in violation of a shareholders agreement of a third company. The case, Ciment v. SpanTran,...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Skadden, Arps, Slate, Meagher & Flom LLP

"European Commission Proposes Significant Changes to the EU Merger Regulation"

On June 20, 2013, the European Commission (Commission) launched a public consultation on a number of significant proposed changes to the EU Merger Regulation (EUMR). The proposed amendments relate to (i) the possible review...more

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