Popular, Merger Agreements

What's Market: No Undisclosed Liabilities Representations

Goulston & Storrs PC on 9/16/2024

In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

What's Market: Use of Knowledge Qualifiers

Goulston & Storrs PC on 9/10/2024

In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more

What's Market: Target Legal Opinions

Goulston & Storrs PC on 9/10/2024

In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...more

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on 9/9/2024

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

Cadwalader, Wickersham & Taft LLP on 8/15/2024

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

Sheppard Mullin Richter & Hampton LLP on 5/24/2024

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

FTC and a Coalition of Nine AGs Sue to Block Kroger’s Proposed $24.6B Acquisition of Albertsons

Troutman Pepper on 2/28/2024

The Federal Trade Commission (FTC) and a coalition of nine state attorneys general (AG) filed a lawsuit on February 26, in the U.S. District Court for the District of Oregon seeking a preliminary injunction to stall Kroger...more

Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

Mayer Brown on 2/20/2024

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth...more

Second Circuit Adopts "Transfer-by-Transfer" Approach to Bankruptcy Code's Safe Harbor for Securities Contracts Payments

Jones Day on 2/8/2024

The scope of the Bankruptcy Code's "safe harbor" shielding certain securities, commodity, or forward-contract payments from avoidance as fraudulent transfers has long been a magnet for controversy, particularly after the U.S....more

Federal Antitrust Enforcement in Health Care: 2023 Year in Review – Part 2

Manatt, Phelps & Phillips, LLP on 1/31/2024

Editor’s Note: This article is the second in our three-part series, Federal Antitrust Enforcement in Health Care: 2023 Year in Review. (Click here to read part 1.) The series is based on our recent webinar, 2023 Health Care...more

Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk...

Mayer Brown on 12/15/2023

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As...more

State Consumer Privacy Laws in M&A Deals: What to Know

Robinson+Cole Data Privacy + Security Insider on 11/17/2023

Data privacy and cybersecurity risks are critical components of M&A transactions due to the potential exposure for legal liability for non-compliance, as well as the financial and reputational harm and the material impact...more

TD Bank Eats $225 Million Termination Fee After AML Failures Doom Merger

The Volkov Law Group on 5/25/2023

How much is an effective Anti-Money Laundering (“AML”) Compliance Program Worth? For Toronto-Dominion Bank (“TD”), the answer is at least $225 million––the amount that TD must now pay to First Horizon Bank, after backing...more

“So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean Hands

Farrell Fritz, P.C. on 9/19/2022

Elon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement to acquire Twitter for $44 billion. Each termination letter cites alleged false representations...more

Fintech Financing Trends

Mayer Brown Free Writings + Perspectives on 7/25/2022

Globally, the total volume of fintech deal activity, which includes financings by private companies, IPOs, and M&A activity, has declined for three consecutive quarters. Activity in the second quarter of 2022 was down 67%...more

Q1 2022 Quarterly Corporate / M&A decisions updates

Hogan Lovells on 5/3/2022

Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

Recent M&A Developments: What Can Boards of Directors Expect in 2022?

Akin Gump Strauss Hauer & Feld LLP on 2/28/2022

Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...more

This time's for real: German government prohibits acquisition of a tech company by a Chinese acquirer

Hogan Lovells on 12/4/2020

Foreign investment control has become a key factor in M&A deals and 2020 has been an eventful year. A large number of economies have introduced foreign investment control regimes or tightened their existing rules....more

Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 9/19/2020

On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more

New Research: Do Managers of a Target Corporation Withhold Good News?

Lowenstein Sandler LLP on 6/2/2020

Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more

COVID-19 as a Material Adverse Effect? A Discussion of Recent Cases

Kramer Levin Naftalis & Frankel LLP on 5/29/2020

The outbreak of the novel coronavirus disease 2019 (COVID-19) and the uncertainty surrounding its long-term implications have caused a noticeable disruption in the consummation of mergers and acquisitions (M&A) transactions....more

The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect

Cadwalader, Wickersham & Taft LLP on 1/8/2020

In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

Wilson Sonsini Goodrich & Rosati on 1/7/2020

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

Delaware Reaffirms High Bar for Establishing a Material Adverse Effect

Fenwick & West LLP on 12/24/2019

In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more

Cybersecurity Considerations in Oil and Gas Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 9/27/2019

One of the foremost threats companies face today is that posed by cybercriminals, and the unique vulnerabilities of companies in the oil and gas sector create heightened cybersecurity risks for those pursing transactions in...more

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