JD Supra: Mergers

JANUARY 13, 2025

M&A practitioners have long regarded the integration planning and execution process as one of the keys to a successful M&A transaction. However, in deals subject to pre-merger antitrust clearance, it is critical to navigate the line between deal provisions and arrangements intended to preserve the value of the target business and allow the parties to prepare for post-closing integration, versus those that could result in the buyer exerting control over the target business or accessing.

M&A

JD Supra: Mergers

NOVEMBER 27, 2024

Companies that frequently acquire other companies benefit from a structured M&A playbook and robust due diligence. Justin Yi and Josh Pollick cover those points and also explore the complexities of earnouts and integration post-acquisition. Get up to speed on: The structure and tax implications (1:42) How to value the stock and the deal (3:27) Considerations based on the stage of the business (7:20).

M&A

JD Supra: Mergers

JULY 31, 2025

Banking agencies and the DOJ have signaled an openness to bank M&A where the combined institutions will enhance competition, customer benefits, technological innovation, and enterprise risk management.

Mergers and Acquisitions

JD Supra: Mergers

JULY 24, 2025

- What is new: Merger control is becoming increasingly more complex as policy and geopolitical priorities shift across the globe. - Why it matters: These developments increase the unpredictability of multijurisdictional merger reviews, but can also introduce new opportunities for dealmakers. - How to navigate: Adopt a holistic cross-border strategy in line with the agencies’ priorities, anticipate the contours of potential remedies where appropriate and align transaction timelines to effectively

Mergers

JD Supra: Mergers

JULY 18, 2025

The European Union’s Foreign Subsidies Regulation (“FSR”) has now been in force for over a year, introducing a new layer of regulatory oversight for companies engaging in M&A transactions within the EU. Designed to address the potentially distortive effects of subsidies granted by non-EU governments, the FSR gives the European Commission (“Commission”) sweeping investigatory and enforcement powers, capturing a wide array of transactions from mergers and acquisitions to joint ventures and cer

M&A

JD Supra: Mergers

JULY 14, 2025

The French Competition Authority recently fined several companies for no-poach agreements, following similar action by the European Commission in the online food delivery sector. These decisions mark a sharp escalation in labor market antitrust enforcement and give further support to the position that no-poach agreements qualify as “by object” violations.

Food

JD Supra: Mergers

JULY 15, 2025

On July 2, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) reached a settlement with Key Holding, LLC (Key Holding) concerning its non-U.S. subsidiary’s violations of the Cuban Assets Control Regulations (CACR), 31 C.F.R. part 515.

M&A

JD Supra: Mergers

JULY 10, 2025

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.

Investment

JD Supra: Mergers

JULY 2, 2025

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.

M&A

JD Supra: Mergers

JUNE 30, 2025

With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of earnout and contingent consideration structures in private M&A transactions as parties seek to bridge valuation gaps.

M&A

JD Supra: Mergers

JUNE 24, 2025

In its first application of the policy on voluntary self-disclosures (“VSDs”) in connection with mergers and acquisitions (“M&A”), on June 16, 2025, the US Department of Justice’s (“DOJ”) National Security Division (“NSD”) announced that it had declined to prosecute a US private equity firm after it voluntarily disclosed criminal violations of US sanctions and export control laws committed by a company it acquired.

Private Equity

JD Supra: Mergers

JUNE 20, 2025

Mergers and acquisitions continue to be a critical strategy for banks aiming to bolster their market presence and operational efficiency. The United States has 4,500+ banks, 4,000+ credit unions, and a large number of Fintechs/other non-traditional financial institutions providing services to the U.S. market. Given the sizable number of market participants and an easing regulatory outlook, we expect to see a surge in banking merger and acquisition (M&A) activity as we look ahead towards 2025

Mergers and Acquisitions

JD Supra: Mergers

JUNE 19, 2025

The Strategic Imperative of Early Exit Planning - In the high-stakes world of private equity, the difference between a good and great multiple on invested capital (MOIC) often hinges on meticulous preparation long before a formal exit process begins. As we move toward the second half of 2025, a window of opportunity is emerging for private equity (PE) firms seeking optimal exits.

Private Equity

JD Supra: Mergers

JUNE 19, 2025

A letter of intent (LOI) or term sheet tends to be the first substantive document for an M&A transaction. It outlines the key terms and mutual understanding between a buyer and seller while they progress through due diligence and work towards negotiating, preparing, and executing a definitive agreement. The key components of an LOI are generally the proposed purchase price, transaction structure, fundamental business points, timeline, and expenses.

M&A

JD Supra: Mergers

JUNE 17, 2025

FUNDamentals is a periodic digest of news and information specifically for private funds and their managers. In this issue, we highlight some fundraising trends, new marketing rule FAQs, fund liquidity trends (limited partners (LPs) acting as lenders, secondaries and continuation funds), tax changes in the One Big Beautiful Bill Act, and new compliance rules for the new year.

Funds

JD Supra: Mergers

JUNE 10, 2025

Ropes & Gray attended the SuperReturn International conference in Berlin last week, which attracted over 5,500 decision makers from the private markets industry who came together to share their outlook for 2025 and beyond. Four key themes dominated the conversation: A renewed focus on Europe; Strong private equity appetite for founder and family-led deals; The central role of AI; and The critical importance of operational excellence in creating Alpha.

Private Equity

JD Supra: Mergers

MAY 29, 2025

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this years amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law.

Corporation

JD Supra: Mergers

JANUARY 17, 2025

Federal banking agencies under a second Trump Administration are expected to be more receptive to industry proposals for bank mergers, acquisitions, and related transactions. We've previously explored national trust banks and foreign banks' establishing U.S. branches to streamline state licensing. Besides chartering de novo banks, another option is for investorsindividuals or entitiesto acquire existing banks by investing in them.

Bank

JD Supra: Mergers

JULY 22, 2025

Under the Trump administration, the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ Antitrust”) have signaled a significant policy shift in merger clearance, projecting a willingness to accept structural remedies as a pathway to clear disputed mergers. The administration’s return to traditional remedies, which historically have been….

Mergers

JD Supra: Mergers

JULY 17, 2025

The Delaware Supreme Court recently reversed and remanded the decision of the Chancery Court in Thompson Street Capital Partners IV, L.P. v. Sonova Unites States Hearing Instruments, LLC and provided a new framework to assess whether a condition precedent required by a merger agreement is excusable.

M&A

JD Supra: Mergers

JULY 16, 2025

GPs are increasingly exploring formalised co-investment structures in a bid to secure management fees and carried interest. Co-investment activity has increased fivefold over the past two decades, hitting a record $33.2 billion in 2024, despite a muted dealmaking environment and investor liquidity constraints (Trends Shaping the Private Equity Co-Investment Landscape - Chronograph).

Negotiation

JD Supra: Mergers

JULY 14, 2025

The U.S. merger and acquisition landscape continues to demonstrate strategic resilience, with Hart-Scott-Rodino (HSR) premerger notification data through June 2025 revealing a market that prioritizes careful planning over aggressive expansion. Companies filed 1,519 HSR notifications during the first nine months of Fiscal Year 2025 (October 2024 through June 2025), maintaining steady deal flow despite challenging economic conditions.

Economics

JD Supra: Mergers

JULY 10, 2025

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.

M&A

JD Supra: Mergers

JULY 9, 2025

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.

M&A

JD Supra: Mergers

JULY 8, 2025

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.

M&A

JD Supra: Mergers

JULY 8, 2025

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.

Mergers

JD Supra: Mergers

JULY 1, 2025

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.

M&A

JD Supra: Mergers

JULY 1, 2025

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

M&A

JD Supra: Mergers

JUNE 25, 2025

In an M&A market characterized by buyer caution and narrowing liquidity pathways for sellers, flexible minority stakes transactions are proving a valuable option for dealmakers in the US and Europe - In an M&A market that has been buffeted by macroeconomic dislocation, higher capital costs and investor caution, strategic minority stakes transactions are increasingly keeping deal activity flowing.

M&A

JD Supra: Mergers

JUNE 23, 2025

On June 16, 2025, the Department of Justice (DOJ) National Security Division (NSD) and the US Attorney’s Office for the Southern District of Texas announced the first declination of prosecution for an acquirer that self-disclosed criminal conduct discovered at an acquired entity since the issuance of the NSD’s Enforcement Policy for Business Organizations (the NSD M&A Policy) on March 7, 2024.

Acquisitions

JD Supra: Mergers

JUNE 20, 2025

Warranty & indemnity ("W&I") insurance is playing an increasingly important role in M&A transactions. With the evolving transactional risk market, synthetic W&I insurance has become a viable alternative when traditional W&I insurance is not available for various reasons or if there is a desire to avoid the negotiation of representations and warranties.

Insurance

JD Supra: Mergers

JUNE 11, 2025

Through May 2025, corporate deal activity in the United States demonstrates remarkable resilience despite mounting economic pressures. Hart-Scott-Rodino (HSR) premerger notification filings through the first eight months of Fiscal Year 2025 (October 2024 through May 2025) have totaled 1,362 transactions, with 148 filings reported in May alone. This reveals a transactional landscape characterized by measured corporate behavior and strategic recalibration.

M&A

JD Supra: Mergers

JUNE 5, 2025

Explore the latest legal developments and regulatory updates impacting funds, advisers, and industry participants, including SEC rule amendments, compliance extensions, and guidance on accredited investor verification.

Investment Manager

JD Supra: Mergers

JANUARY 9, 2025

As the healthcare and life sciences industry gears up for the highly anticipated JP Morgan Healthcare Conference later this month, stakeholders across the sector are focusing on key trends and strategies to make the most of this unparalleled networking and deal-making event. To help attendees make the most of the 2025 conference and related events, Morgan Lewis recently hosted its second annual Pre-JPM Conference Networking Event featuring a panel discussion of industry leaders, who offered.

Healthcare

JD Supra: Mergers

JULY 24, 2025

Environmental-related risks in merger and acquisition (M&A) transactions shouldn’t just be a technical concern for legal and compliance teams—they should also be a board-level consideration. Whether stemming from legacy contamination, pending regulatory scrutiny, or stakeholder pressure, these risks have the potential to derail deals, trigger shareholder litigation, and be the catalyst for breach of fiduciary duty suits against directors and officers.

M&A

JD Supra: Mergers

JULY 23, 2025

In this episode of LathamTECH in Focus, Silicon Valley partner Tessa Bernhardt examines the global expansion of foreign direct investment statutes, discusses where she is seeing heightened regulatory activity and offers insights on how to effectively prepare for the conditions and timelines of cross-border M&A transactions.

M&A

JD Supra: Mergers

JULY 23, 2025

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the other. Transaction parties often heavily negotiate indemnification provisions because they are valuable mechanisms for allocating risks and transaction costs.

M&A