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In all companies, positive change creates enterprise value. For private equity and other similar investors, change is critical to value creation strategy. For these investors, change is also measured by the speed to benefit realization. By accelerating change, investors improve their Internal Rate of Return (IRR). Change is not a question of if, it’s a question of how fast and how well.
It might appear as though investors are struggling to see how to make the energy transition profitable, but European investor appetite hasn’t waned for the right transaction. Below we consider some topical issues and risk mitigants for those deploying capital in a nuanced deal environment.
On June 17, 2025, the Tax Court opinion in AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue was issued, holding that the approximately $1.6 billion termination fee AbbVie (a Delaware corporation) paid to its abandoned merger partner Shire plc (an Irish company) was properly an ordinary deductible business expense, and not a capital loss.
On June 7, 2025, China’s State Administration for Market Regulation (SAMR) released the 2024 Annual Report on Antitrust Enforcement (“Report”), providing a comprehensive overview of key legislative developments, enforcement activity, merger review, and administrative monopoly regulation over the past year. The Report indicates that China’s antitrust enforcement maintained a stable pace and policy direction in 2024, with sustained regulatory focus on sectors closely tied to public welfare and.
Macroeconomic volatility, shifting trade policies, and regulatory change continue to shape the dealmaking landscape. Here we explore the challenges and opportunities for buyers and sellers navigating uncertain markets. The rapidly changing macro landscape through the first six months of the year has made M&A deals, challenging to execute. Global M&A by value stood at USD1.6 trillion during the first half of the year, which although higher than during the same period last year masks a.
Navigating the Committee on Foreign Investment in the United States has long been a key consideration for inbound investors to the U.S. But at the start of 2025, a new regulatory framework was introduced to limit certain outbound investments and transactions by domestic entities. With the new rules having been in effect for six months, we explore their impact on deal structuring.
Globally, market volatility has eroded confidence and subdued M&A activity. A “wait and see” approach is the prevailing sentiment for many market participants; it is difficult to convince boards to advance deals while valuations are unpredictable, while the uncertainty surrounding tariffs is adding complexity to negotiations and long-term planning.
As Europe scrambles to build its military-industrial capabilities, sector dealmaking is on the rise. Here we explore how foreign investors are shaping their strategies to navigate sweeping reforms of regulatory frameworks that are happening in parallel. The defense sector has been one of the brightest spots for European dealmaking in the face of recent market headwinds.
How are dealmakers responding to an uncertain and volatile macro environment? Our latest M&A Insights report offers a global perspective on the forces shaping M&A activity, from the rising interest in the European defense sector to the creative transactional structures being deployed by life sciences innovators to navigate challenging markets.
The Takeover Panel has published a consultation paper on dual class share structures, IPOs and share buybacks. The proposed amendments to the Takeover Code clarify how the mandatory offer requirements apply to a company with a dual class share structure when a shareholder’s percentage of voting is increased as a consequence of a trigger event.
A growing number of companies are delisting from public markets globally. Here we examine what’s driving activity in Singapore and Hong Kong, and explore how shifting regulatory regimes are influencing transaction flows. Recent years have been marked by a steady flow of delistings from public stock indexes. During the period from 1996 to 2020 the number of U.S. public companies halved from more than 7,000 to less than 4,000, with other major markets experiencing even bigger declines.
On 4 June 2025, Colorado became the second state—following the state of Washington—to enact a broad, state-level, industry-agnostic premerger notification regime. Under Colorado’s new law, any party that submits a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) must also submit a copy of the filing to the Colorado Attorney General (AG), where certain thresholds are met.
Antitrust and Competition - The European Commission Imposes First Digital Markets Act Fines on Apple and Meta - On 23 April 2025, the European Commission (Commission) has issued its first ever fines under the Digital Markets Act (DMA): a €500 million fine on Apple for violation of the DMA’s prohibition of anti-steering provisions for app stores, and a €200 million for Meta’s “pay or consent” model that was found to be a violation of the DMA’s requirement of seeking user consent for gatekeepers.
State attorneys general (AGs) have a legal right to challenge anticompetitive mergers, both under the federal Clayton Act and their own state antitrust laws. And in recent years, state AGs have played increasingly larger roles in challenging mergers, either in parallel with federal agencies, or on their own.
Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level: legal documentation. As advisors to private equity firms and small businesses alike, we know that seizing opportunities is crucial for businesses looking to grow.
As we pass the midpoint of 2025, it’s timely to look back at what we saw in the first half and reassess the road ahead. Were our predictions from the beginning of the year on the mark, or did we get it wrong? What do we think now?
A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny of non-competes tied to equity-incentive awards. The genesis of this trend can be traced to the 2022 landmark case, Kodiak Building Partners, LLC v.
Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss the essential steps business owners need to take to prepare for selling their business. Topics include ensuring your business operations are in order, securing intellectual property, compliance with employment laws, and developing a tax strategy. Learn the importance of early preparation and detailed due diligence to position your business for a successful sale.
AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM). The discussion paper sought feedback from market participants on a range of proposed reforms designed to enhance market liquidity, broaden investor participation and improve operational efficiency for both new and existing AIM companies.
On June 6, 2025, the California Office of Health Care Affordability (“OHCA”) issued its first determination to conduct a Cost and Market Impact Review (“CMIR”) under its health care oversight law. This CMIR will involve review of portions of a Material Change Notice submitted by Covenant Care California LLC (“Covenant Care”) regarding the transfer of assets, operations and leases of skilled nursing facilities (“SNFs”) from Covenant Care to affiliates of The Ensign Group, Inc.
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a destination for incorporation. In particular, Texas passed three laws—Senate Bill 29 (“SB 29”), Senate Bill 2411 (“SB 2411”), and Senate Bill 1057 (“SB 1057”)—that offer protections and benefits for businesses that are comparable to, and in certain respects exceed, those available.
Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time, stakeholders continue to have high expectations for effective board oversight and value creation.
Episode 16: Leading with Integrity: Dr. David Schreiner on Transforming Rural Healthcare - In this episode of BRight Minds in Healthcare Delivery, host Eric Tower engages in a thought-provoking conversation with guest Dr. David Schreiner, former president and CEO of Katherine Shaw Bethea Hospital, which merged with OSF Healthcare in January 2025 to create OSF Saint Katharine Medical Center.
In June 2025, there were twelve Rule 2.7 announcements made across the UK public M&A market and five further possible offers announced. Recommended cash offer by HGGC LLC for Inspired plc – £183.6 million – public to private. Recommended cash and share offer by Tritax Big Box REIT plc for Warehouse REIT plc – £485.2 million, and more.
The merger landscape in the United States is shifting once again. After a period marked by stricter antitrust enforcement and skepticism toward merger transactions, recent developments suggest a renewed openness to structural remedies, such as divestitures, to resolve competitive concerns. This evolution in enforcement strategy may signal not only greater regulatory flexibility but also a potential resurgence in corporate dealmaking, including, in some cases, hostile takeovers.
In the 22nd episode of "Are We All Clear? Facilitating Security Clearances," host Marina O'Brien is joined by Washington, D.C., International Trade attorney Andrew McAllister to help break down the Defense Counterintelligence and Security Agency's (DCSA) changes to the Standard Form 328 (SF-328), also known as the Certificate Pertaining to Foreign Interest.
In today's digital age, artificial intelligence has become a household utility. It is hard to imagine anyone who hasn't heard of ChatGPT — from the pundit lamenting the impending obsolesce of the human workforce; to the chatbot's influence on pop culture, serving as the inspiration for movies like "Her" and star-studded episodes of "Black Mirror;" or that one parent-teacher conference concerning the ghostwriter of your child's book report.
Since the FTC’s updated HSR rules took effect, merger filings have become more complex, time-consuming, and risk-sensitive. In this brief video, Antitrust Partner Kara Kuritz explains how the new framework is changing the way companies prepare for and navigate merger review — and what executives and policymakers need to know to stay ahead.
When business owners contemplate transitioning to their next venture or life phase, strategically combining a sale-leaseback transaction with a merger and acquisition (M&A) deal can unlock substantial value and optimize outcomes for the seller. This approach not only provides immediate capital but also enhances the overall attractiveness of the business in the M&A landscape.
On June 16, the U.S. Department of Justice’s (DOJ’s or Department’s) National Security Division (NSD or Division) announced they had declined to prosecute the private equity firm White Deer Management LLC for violations of U.S. sanctions and export control laws committed by a company it acquired, Unicat Catalyst Technologies LLC. This marks the first declination by the DOJ since the Department released its Merger and Acquisitions Policy in March 2024.
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore over the materials and come to the table armed with a long list of due diligence follow-ups and other questions. Yet, in the grand sweep (and sometimes diligence fog) of an M&A deal, Sellers often overlook the critical importance of proactively asking and receiving answ
Legal Issue: Some people think you can just sell a trademark for profit. Sometimes these are called trademark farms where people will register a trademark only to sell it. Another situation arises where a company is purchasing a failing company only for their trademark. Sometimes they do this to get a priority filing date to beat out another person claiming rights to a trademark.
In Dealmaker’s Digest, read the top 10 latest developments in global transactions. We offer insights into M&A activity across industries and borders. Global M&A activity was mixed in May: aggregate deal value jumped nearly 40% month-over-month, while total deal count declined 8%. U.S. crossborder activity was also mixed, with inbound acquisitions falling sharply and outbound activity increasing by value.
The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit between insured directors alleging that the defendant insured unfairly diluted shares granted to the plaintiff insureds as part of a merger.
On June 17, 2025, Raft announced its acquisition of N3bula Systems. Raft is a defense technology company that specializes in delivering autonomous data fusion, AI/ML, and data solutions tailored for U.S. military and government operations. N3bula Systems is recognized for its role in building critical defense infrastructure that connects sensors, shooters, and weapons systems across services and domains, enabling modern joint operations and mission success.
First EC Fines Imposed for Labour Market and Minority Shareholder Infringements - On 2 June 2025, the European Commission (EC) announced fines on Delivery Hero and Glovo for infringing EU competition law. This is the first decision in which the EC imposed a fine for an agreement concerning employees and its first fine for anticompetitive use of a minority shareholding in a competing business.
In June 2025, the US Department of Justice (DOJ) announced that it declined to prosecute a private equity firm and its affiliates following the firm’s voluntary self-disclosure of criminal violations of US sanctions and export laws committed by a company it acquired. This case – the first instance in which DOJ declined to prosecute an acquiring company under the M&A Safe Harbor Policy unveiled in October 2023 – illustrates the benefits of prompt voluntary self-disclosure for private equity f
In a recent address to the International Association of Privacy Professionals, Principal Deputy Assistant Attorney General Roger Alford outlined the Department of Justice (the DOJ or Department)'s evolving strategy for antitrust enforcement in digital markets. Alford’s remarks highlighted recent landmark actions against major technology companies, including the Antitrust Division’s two recent wins against Google.
On June 16, 2024, the U.S. Department of Justice’s (“DOJ”) National Security Division (“NSD”) and the U.S. Attorney’s Office for the Southern District of Texas (“SDTX”) announced the first-ever declination to prosecute a firm and its affiliates following the firm’s voluntary disclosure of sanctions- and export control-related violations involving an entity the firm acquired in 2020.
On June 16, 2024, the U.S. Department of Justice’s (DOJ) National Security Division (NSD) and the U.S. Attorney’s Office for the Southern District of Texas (SDTX) announced the first-ever declination to prosecute a firm and its affiliates following the firm’s voluntary disclosure of sanctions and export control-related violations involving an entity the firm acquired in 2020.
Companies are increasingly viewing bitcoin and other cryptocurrencies as strategic reserve assets, establishing dedicated corporate entities to hold cryptoassets on their balance sheets and raising capital specifically to acquire them for reserve.
Two years ago, the FSR arrived as the new kid on the block in Brussels. Today, it is one of the EU's sharpest enforcement tools, and one that is only gaining prominence as geopolitical tensions reshape global investment and trade.
On June 4, Colorado became the second state to adopt the Uniform Antitrust Premerger Notification Act (Act) when Governor Jared Polis signed SB25-126 into law. Like Washington’s version of the Act, Colorado’s new law imposes state-level premerger filing obligations for certain transactions already reportable under the federal Hart-Scott-Rodino (HSR) Act.
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