FCA Implications for M&A Transactions
Quality Of Earnings: Making The Most Of M&A Transactions
Cyberside Chats: New Year Resolution - No More M&A Until We Understand the Cyber Risk First
Krista Muszak and Louis Perold on M&A Due Diligence in Emerging Markets
Strategic Growth Paths of Top Small Business Government Contractors
Understanding SPAC Transactions: What it Takes to Be “SPAC Ready"
A CFIUS Roundup: Polaris Financial
The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine
The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more
Over the past several years, sponsors have increasingly relied on add-on acquisitions to increase the value of their portfolio company investments. As EBITDA and revenue multiples on larger platform acquisitions increased...more
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
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more
Environmental, social, and governance (ESG) considerations are playing an increasingly important role in M&A transactions. In any given deal, however, it can be challenging to assess ESG factors, to perform ESG due diligence,...more
As noted in our previous alerts “Marketing Crypto-Assets in and Into Europe: MiCA, the EU’s New Uniform Crypto Code” and “Doing Crypto Business in Europe: MiCA, the EU’s New Uniform Crypto Code – Part 2”, the European Union...more
On May 29, 2023, Chancellor Kathaleen McCormick of the Delaware Chancery Court held in HControl Holdings v. Antin Infrastructure Partners[1] that a private equity sponsor could walk away from its agreement to acquire a...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
The Court’s first decision on FDI screening limits the scope of the EU FDI Screening Regulation and underlines that national regulators must meet a high legal standard to block foreign investments. On July 13, 2023, the...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more
The U.S. Supreme Court’s decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard Coll., No. 20-1199, 600 U.S. – (U.S. June 29, 2023) has opened the door to future legal challenges against DE&I...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
The Morgan Lewis Takeover Monitor documents public tender ofers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of November 23, 2022. PUBLIC TENDER...more
In 2019, the French hospitality industry reached an unprecedented amount of transactions with a total volume of 4.4 billion euros compared to 1.8 billion euros in 2018, which included a large distress transaction completed by...more
Navigating evolving digital economy regulation requires a sophisticated and proactive approach from dealmakers. Amid the ongoing global proliferation of regulation governing the digital economy, EU and UK legislators are...more
As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more
The U.S. District Court for the District of New Jersey, applying New Jersey law, has held that a lawsuit brought by a target company’s shareholders against an insured after a failed acquisition that involved a stock exchange...more
M&A deal teams face complicated legal issues amidst rapidly changing global sanctions and guidance. Russia’s invasion of Ukraine has created new headwinds for M&A dealmakers, as a complicated matrix of sanctions and...more
In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more
How an anti-takeover measure can be justified has been argued in many different ways in the last 20 years. In recent significant decisions involving an injunctive motion by the acquirer triggered by the issuance of a poison...more