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?
JONES DAY TALKS®: Corporate Venture Capital: Market Overview, Trends in Deal Terms, and Special Considerations
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Counsel That Cares - Value-Based Care as a Long-Term Investment
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
Podcast: Antitrust Updates – Changes Affecting Merger Review and Enforcement in 2024 and Beyond – Diagnosing Health Care
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
Most smaller businesses newly formed or registered to do business in the United States will soon be required to file their initial beneficial ownership report with the federal Financial Crimes Enforcement Network (FinCEN),...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 20th December 2022, the Cayman Islands Court of Appeal (“CICA”) delivered its second judgment in the matter of Changyou.com Limited v Fourworld Global Opportunities Fund Ltd & others (“Changyou.com case”). The CICA...more
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
The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally...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
Consumer and retail sector M&A took a backseat in 2022. A total of 226 deals were announced in the US year-to-date, a 34 percent drop compared to the first half of last year. Aggregate deal value dropped by an even steeper...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
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
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
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
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
The Virginia General Assembly recently enacted legislation to expand access to virtual-only meetings of corporations. Effective July 1, 2018, Virginia nonstock corporations have the option to hold their meetings of members...more
Stockholders, in connection with certain transactions (for instance, stockholders of a non-surviving corporation in a merger), are often entitled to seek a judicial determination as to the “fair value” of their shares. These...more
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) - This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which a group of shareholders claimed misleading statements in a press release caused them to sell stock early and lose money in a subsequent bidding war. The...more
On April 19, 2018, the Executive Committee of the Delaware State Bar Association approved proposed amendments to the Delaware General Corporation Law (DGCL). This year’s amendments would provide for the application of the...more