JD Supra: Mergers

APRIL 18, 2024

The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 10, 2024.

Corporation 177

Corporation M&A Government Securities 177

JD Supra: Mergers

APRIL 18, 2024

The Australian Treasurer has announced the introduction of a mandatory suspensory merger control regime to come into effect on 1 January 2026. The reforms introduce significant procedural changes, limited appeal rights and greater scrutiny of creeping acquisitions and acquisitions by dominant firms.

Mergers 172

Mergers Mergers and Acquisitions Acquisitions 172

JD Supra: Mergers

APRIL 18, 2024

On March 26, 2024, Skadden hosted a discussion on key developments in antitrust enforcement in the pharmaceuticals and life sciences sectors.

Pharmaceutical 172

Pharmaceutical 172

JD Supra: Mergers

APRIL 18, 2024

Cross-border mergers and acquisitions (“M&A”) unlock growth, diversification, and a stronger global stance for businesses. These strategic moves enable firms from different nations to blend resources, making way into new markets, tapping into unique technologies, enhancing products, and realizing economies of scale and scope.

M&A 304

M&A Mergers and Acquisitions Mergers Acquisitions 304

JD Supra: Mergers

APRIL 17, 2024

In a prior blog post, we noted the trend of states enacting legislation implementing reporting requirements for certain healthcare transactions. On March 13, 2024, Indiana joined this trend as Indiana Governor Eric Holcomb enacted Senate Enrolled Act No. 9 (the Act). The Act mandates that, effective July 1, 2024, Indiana health care entities involved in a merger or acquisition with another health care entity with total assets of at least ten million dollars ($10,000,000) must notify the Office.

Healthcare 167

Healthcare Mergers Acquisitions 167

JD Supra: Mergers

APRIL 17, 2024

The wait for the final version of the revised Hart-Scott-Rodino (HSR) Filing Requirements is drawing to an end. At the ABA Antitrust Spring Meeting in Washington last week, Andrew Forman, a deputy assistant attorney general in the Department of Justice’s Antitrust Division, stated that the new rules will be issued in “weeks, as opposed to months.” He also noted that the Federal Trade Commission is leading the charge in formulating the new rules.

Trading 167

Trading 167

JD Supra: Mergers

APRIL 17, 2024

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal of an action challenging a public company merger. Specifically, the Seventh Circuit held that although a district court does not have the inherent power to review a mootness fee paid to an individual shareholder following the voluntary dismissal of a suit under Rule 41(a) of.

Mergers 161

Mergers 161

JD Supra: Mergers

APRIL 17, 2024

In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible insights for business professionals. From governance disputes to acquisition agreement nuances, each case discussed sheds light on pivotal aspects of M&A transactions.

M&A 161

M&A Mergers and Acquisitions Government Acquisitions 161

JD Supra: Mergers

APRIL 17, 2024

What has changed? The Energy Act 2023 introduces a new UK merger control regime under which all mergers between energy network companies active in the UK can be assessed for their impact on Ofgem’s ability to make comparisons between energy networks. Transactions can be blocked/unwound where such impact is found to be prejudicial.

Mergers 161

Mergers 161

JD Supra: Mergers

APRIL 17, 2024

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S. Securities and Exchange Commission (SEC) takes the position that the insider trading laws apply where an insider uses material non-public information about his or her own company to trade securities of another company, such as a competitor or peer company in the same.

Trading 187

Trading Trading Securities Corporation Securities 187

JD Supra: Mergers

APRIL 17, 2024

On 27 March 2024, Australia's climate disclosure regime moved a significant step closer to implementation, with the federal government's introduction of proposed legislation into Parliament. Any organisations with a presence in Australia should assess whether they are subject to the regime and, if so, commence planning for compliance.

Government 177

Government 177

JD Supra: Mergers

APRIL 17, 2024

On April 5, 2024, the Securities and Exchange Commission (the “SEC”) obtained a verdict after an eight-day civil jury trial in SEC v. Matthew Panuwat (“SEC v. Panuwat”), in which the SEC alleged shadow insider trading, in violation of the federal securities laws. The SEC’s complaint alleged that Panuwat used highly confidential information of his employer, Medivation, Inc.’s (“Medivation”) upcoming acquisition by Pfizer Inc.

Trading 177

Trading Securities Acquisitions 177

JD Supra: Mergers

APRIL 16, 2024

The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased SEC enforcement under this theory, requires a re-examination of trading behavior and policies when one learns material nonpublic information about another company in the course of employment.

Trading 177

Trading Securities 177

JD Supra: Mergers

APRIL 16, 2024

Canadian businesses involved in the interactive digital media sector, including video games and augmented reality, should be aware of the implications of the Investment Canada Act and the Canadian government’s recent policy statements on their efforts to attract investment from foreign investors. The Canadian government’s focus on combating disinformation online extends to ensuring that foreign investment in Canadian businesses will not be injurious to Canada’s national security and/or will be.

Digital Media 307

Digital Media Media Investment Government 307

JD Supra: Mergers

APRIL 16, 2024

The fragmented insurance distribution market in Canada continues to see significant levels of mergers and acquisitions (M&A) activity as established consolidators roll up smaller brokerages and managing general agents (MGAs), new players emerge, strategic buyers remain active, and more owners approach the age of retirement and seek third-party exits.

Insurance 161

Insurance Mergers and Acquisitions M&A Mergers 161

JD Supra: Mergers

APRIL 16, 2024

2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues critical to companies incorporated in Delaware as well as those seeking to engage in transactions with Delaware-incorporated entities.

M&A 161

M&A Securities Business 161

JD Supra: Mergers

MARCH 28, 2024

The Corporate Transparency Act (the “CTA”) went into effect on January 1, 2024, and requires certain corporate entities to file a report concerning beneficial ownership. There are a number of defined exemptions from the reporting requirements, and owners and operators of health care entities should take note as to whether or not the reporting requirements affect them, and if so, what they must do to comply.

Corporation 161

Corporation 161

JD Supra: Mergers

MARCH 28, 2024

Please join Williams Mullen attorneys Jon Bliley and Rakesh Parikh as they discuss the latest trends in middle-market M&A, touching on several topics, including rep & warranty insurance and indemnification.

Middle Market 149

Middle Market M&A Insurance 149

JD Supra: Mergers

MARCH 28, 2024

On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc. (Aimia) completed in October 2023. Mithaq asserted that the private placement was conducted as an improper defensive tactic under National Policy 62-202—Take-Over Bids—Defensive Tactics of the Canadian Securities Administrators and was designed to thwart Mithaq’s then-recently.

Capital Market 161

Capital Market Capital Trading Securities 161

JD Supra: Mergers

MARCH 27, 2024

On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider package of five initiatives to strengthen economic security in the EU following the “growing geopolitical tensions and profound technological shifts”.

M&A 182

M&A Investment Economics Securities 182

JD Supra: Mergers

MARCH 27, 2024

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 despite clear and explicit language in the documents. In D. Jackson Milhollan v. Live Ventures, Inc., C.A. No. 2022-0915-PAF, Vice Chancellor Fioravanti issued a letter ruling dated April 13, 2023, dismissing the action for lack of subject matter jurisdiction.

M&A 161

M&A 161

JD Supra: Mergers

MARCH 27, 2024

Following Morgan Lewis’s most recent Evening in Energy, hosted in the firm’s Houston office, Energy Industry co-leader Andrew Gallo spoke with the event’s keynote speaker Steve Almrud about the trends he’s seeing in the traditional energy sector. Steve has 30 years of experience in oil and gas investment banking, most recently having served as the head of Global A&D for the energy group of Barclays Capital.

M&A 155

M&A Investment Banking Capital Bank 155

JD Supra: Mergers

MARCH 27, 2024

Private credit and other forms of private capital have emerged as attractive alternatives to traditional bank loans and capital market offerings for many companies. These sources of funds were critical in recent years when the markets for broadly syndicated bank loans and traditional securities offerings were uncertain and volatile due to rising interest rates, inflation, tightening standards for traditional credit, bank failures, and economic and geopolitical events.

Capital 161

Capital Capital Market Economics Bank 161

JD Supra: Mergers

MARCH 27, 2024

Higher interest rates presented a challenging environment for dealmakers and the debt markets in 2023. But what does 2024 have in store? In this edition of Credit Conditions, we look back at last year’s key market trends and explore their potential impact on debt markets in the coming year.

Debt 149

Debt 149

JD Supra: Mergers

MARCH 27, 2024

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity focused on increasing regulation in men’s football.

Government 172

Government 172

JD Supra: Mergers

MARCH 27, 2024

In yet another twist in the Illumina/Grail saga, Advocate General Emiliou has challenged the European Commission's approach to calling-in certain non-reportable transactions for review. The final judgment will be delivered by the European Court of Justice's "Grand Chamber" and is expected by the end of the year. In the meantime, while the European Commission will be holding its breath, merging parties should continue to take a conservative approach when negotiating a deal in case the opinion is.

IT 161

IT Negotiation 161

JD Supra: Mergers

MARCH 27, 2024

At a time of significant geopolitical challenges, many jurisdictions are looking at their investment screening regimes to ensure that they can adequately safeguard national security and public order. Within this context, there have been – or will likely soon be – significant changes to FDI regimes across the world.

Investment 172

Investment Securities 172

JD Supra: Mergers

MARCH 27, 2024

New Mountain Capital will sell ILC Dover to Ingersoll Rand for about $2.3 billion, according to industry reports. ILC, founded in 1947 and based in Frederica, Del., designs and produces solutions for the biopharmaceutical, pharmaceutical and medical device markets and aerospace industries.

Private Equity 155

Private Equity Pharmaceutical Healthcare Medical 155

JD Supra: Mergers

MARCH 27, 2024

In recent years, the global markets (predominantly in the US) have experienced a significant surge in hostile takeovers, largely due to the COVID 19 pandemic, which impacted public companies' equity values and ultimately resulted in increased exposure to opportunistic acquisitions. However, more recently there has been a shift away from corporate raiders seeking outright control of a target, to hedge fund and private equity activists seeking to challenge corporate management.

Private Equity 161

Private Equity Corporation Equities Funds 161

JD Supra: Mergers

MARCH 26, 2024

Mergers and acquisitions involving companies that conduct business with the federal government present a unique set of challenges. Several statutes and regulations are implicated in such corporate transactions, whether the federal government is a company’s smallest customer or its only customer. On March 18, 2024, U.S. Senators Elizabeth Warren (D-Mass.) and Mike Rounds (R-S.D.) sent a letter to the Secretary of Defense suggesting additional hurdles that may soon be put in place.

M&A 149

M&A Mergers and Acquisitions Government Mergers 149

JD Supra: Mergers

MARCH 26, 2024

Waud Capital Partners (WCP) has acquired Senior Helpers, according to a news release. Senior Helpers, founded in 2002 and based in Towson, Md., is a provider of in-home senior assistance.

Private Equity 149

Private Equity Healthcare Equities Capital 149

JD Supra: Mergers

MARCH 11, 2024

We are pleased to introduce the latest episode of Navigating Mortgage M&A, a collaborative effort between Mayer Brown and Mortgage Advisory Partners. In this episode, Third Party Consents – Warehouse Facilities and Regulatory Approvals, hosts Lauren Pryor and Brian Hale are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid.

M&A 177

M&A Advisory Collaboration 177

JD Supra: Mergers

MARCH 11, 2024

On December 18, 2023, The Federal Trade Commission and Antitrust Division of the Department of Justice concluded a nearly two-year process of updating both the horizontal and vertical merger guidelines with the release of the 2023 Merger Guidelines. The new Merger Guidelines align closely with the objective—expressed by both FTC and DOJ—to expand the types of enforcement actions seeking to prevent the formation of monopolies and to address existing monopolization by established firms in various.

Mergers 172

Mergers Trading 172

JD Supra: Mergers

MARCH 11, 2024

As we all know, M&A activity in 2023 was down compared to 2022. In the first nine months of 2023, global deal volumes declined 29% (year on year) and in Q3 2023 we saw the worst performance from an M&A perspective in 11 years, with only 6,730 transactions, worth US$719bn in aggregate.

M&A 155

M&A 155

JD Supra: Mergers

MARCH 6, 2024

1 Relevant Authorities and Legislation - 1.1 What regulates M&A? The acquisition of a Canadian public issuer is largely regulated by, but not limited to, the following: ■ securities laws enacted by each of Canada’s 13 provinces and territories, with the laws being substantially harmonised across the country; ■ governing corporate or partnership statute, or if the entity is a trust, its trust indenture; ■ stock exchange rules; ■ competition and antitrust legislation; ■ foreign.

Acquisitions 161

Acquisitions Mergers M&A Government 161

JD Supra: Mergers

MARCH 1, 2024

In 2023, MDL was the second highest on record while DDL decreased by 46%. The combined number of federal Section 11 and state 1933 Act filings fell to the lowest level in the last 10 years. The share of core federal filings related to SPACs, COVID-19, and cryptocurrency fell to less than 20% in 2023, and the 2023 Banking Turbulence trend category emerged.

Securities 172

Securities Shares Bank Banking 172

JD Supra: Mergers

FEBRUARY 26, 2024

When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working capital.

Accountant 161

Accountant Capital 161