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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. By: Guidepost Solutions LLC
Last week, each of the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), and the Department of Justice Antitrust Division (DOJ) revised how they will review bank mergers. Our Financial Services and Antitrust teams highlight what banks considering mergers should know about the changes.
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. and analysis of the incorporation of private agreements into corporate. Unisys Corp.), By: Hogan Lovells
Continuing its tradition of bipartisan, thoughtful development of corporate laws and fostering an atmosphere supportive of responsible businesses, the Nevada Legislature has approvedand Gov. Joe Lombardo has signedAssembly Bill No. 239 (AB 239). By: Brownstein Hyatt Farber Schreck
Corporate venture capital (CVC) continued at a slow rate in the third quarter of 2024. Only 23.2% of deals that were completed include a CVC investor in Q3, according to Pitchbook data. In this survey, we track investment trends as the market slowed for CVC financings.
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.
While the case decided by the BGH involved a real estate transaction, the principles are viewed as likewise applicable to any corporate M&A, venture capital or any other financing transaction where a due diligence on the target business is involved. By: Dechert LLP
Here’s where the corporate law attorney comes into play. From drafting contracts that minimize risks to guiding you through large-scale mergers and acquisitions, the right legal. Just as entrepreneurs strive to innovate and capture market share, defending your business from potential legal pitfalls is equally crucial.
In prior posts, I have discussed some the changes that AB 239 would make to Nevada's corporate law. Last week, I testified in my individual capacity in support of the bill before the Senate Judiciary Committee. On Wednesday of this week, the Senate approved the bill on a 21-0 vote.
Effective September 1, the new law amends the Texas Business Organizations Code (TBOC) to allow officer exculpation, streamline certificate of formation amendments, authorize shareholder representatives to act on behalf of shareholders in mergers, authorize boards to approve substantially final forms of agreements, and clarify the.
The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to the State of Nevada by conversion. Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders.
Steel by Nippon Steel garners global attention, its implications extend far beyond mere corporate gains. This merger symbolizes a strengthening of the crucial U.S.-Japan As the proposed $14.9 billion acquisition of U.S.
Since the Corporate Transparency Act took effect on January 1, 2024, scammers have seized the opportunity to send notices to owners of recently formed companies offering “filing services.” The alert includes a. By: Robinson & Cole LLP
As we reflect on 2024, our Polish Corporate/M&A practice has once again proven its dedication to delivering exceptional legal services and strategic guidance to our clients.
Section 220 of the Delaware General Corporation Law (“DGCL”) was recently amended by Delaware Senate Bill 21 to reflect the Delaware legislature’s efforts to continue to provide a business-friendly environment and preserve investor protection. By: Tarter Krinsky & Drogin LLP
On September 13, 2024, in the Federal Register, the Treasury and IRS published proposed regulations implementing the corporate alternative minimum tax (“CAMT”).
On November 15, David Hughes presented at the Practicing Law Institute’s three-day conference on “Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024” held in Chicago and on-line.
Corporate finance jobs at normal companies are bad … …if you’re using them to break into a deal-based field, such as investment banking , private equity , or venture capital , or as a “Plan B” if you interview around but do not get into one of these. In my view, corporate finance jobs are not ideal “stepping stone roles.”
Cloud computing has revolutionized the way companies operate, collaborate and make strategic decisions, especially in the realm of corporate dealmaking. In this post, we’ll explore the profound impact of cloud technology on corporate dealmaking and how it has reshaped the landscape of mergers, acquisitions, divestitures and beyond.
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 17, 2025, the Tax Court opinion in AbbVie Inc. and Subsidiaries v. By: Proskauer - Tax Talks
Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.
Quicker and easier sharing of customer information relating to economic crime concerns between firms in the UK financial sector has been encouraged by provisions in the Economic Crime and Corporate Transparency Act 2023 (Act), which came into force on 15 January 2024. The UK Government published accompanying guidance in October 2024.
On June 16, 2025, the Department of Justice (DOJ) National Security Division (NSD) announced that it declined to charge private equity firm White Deer Management LLC (“White Deer”) and its affiliates after the company voluntarily disclosed potential export-related violations involving the former executive of a company it acquired, Texas-based Unicat (..)
Inorganic growth through M&A and corporate development has become an integral strategy for companies seeking innovation and competitive advantage. Continuous Learning M&A and corporate development transactions offer unique learning experiences. Live playbooks help rectify these costly blunders.
Yesterday, both the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) finalized new guidelines regarding bank mergers. By: Troutman Pepper
Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. a Nevada corporation, filed a registration statement on Form S-4 in connection with a proposed reverse triangular merger with TuHURA Biosciences, Inc.,
Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important antitrust considerations companies should have top of mind in 2024. By: Vinson & Elkins LLP
17, 2024, the Federal Deposit Insurance Corporation (FDIC) Board met to finalize an updated approach to increase scrutiny of bank mergers, particularly those that would result in a bank with over $100 billion in assets. These moves by regulators signal a new whole-of-government approach to competition in the banking sector.
Introduction - The latest EY-Parthenon Deal Barometer reveals an anticipated 12% increase in corporatemergers and acquisitions (M&A) activity for the year 2024, with more than a third of CEOs actively planning to make an acquisition in the next 12 months. By: Onna Technologies, Inc.
Execute with confidence Post-merger integration (PMI) is a fundamental stage in realizing the value of an M&A deal. A successful post-merger integration typically requires changes in a company’s business operations, people, processes, culture and structure. Download the Complete Guide to Post-Merger Integration 2.
On September 17, 2024, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”) issued final “statements of policy” for transactions subject to the Bank Merger Act (“BMA”). By: Paul Hastings LLP
Regulators seek to provide clarity and transparency on the bank merger review process, but changes may increase application complexity and unpredictability. By: Latham & Watkins LLP
On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) issued formal statements of policy on reviewing transactions under the Bank Merger Act (BMA).
Through May 2025, corporate deal activity in the United States demonstrates remarkable resilience despite mounting economic pressures. This reveals a transactional landscape characterized by measured corporate behavior and strategic recalibration. By: HaystackID
The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger. Biomerieux, Inc. Rhodes, C.A. N23C-10-067 (Del. May 9, 2024). By: Morris James LLP
At A Glance - When an organization undergoes a major corporate change, such as a merger or acquisition, there may be immigration consequences for both the organization and foreign workers, depending on the nature of the corporate transaction and the type of visa or immigration status the foreign worker holds. By: Mayer Brown
The due diligence process is a critical element in a merger and acquisition transaction. By: Society of Corporate Compliance and Ethics Most companies clearly define the steps and rarely skip them. However, the participants in the process vary widely, and ethics and compliance are often overlooked.
To stem the recent tide of high-profile corporate “DExit” moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025. To lure more corporations from Delaware, Nevada passed Assembly Bill No.
Also on January 10, the FTC announced revised jurisdictional thresholds for Section 8 of the Clayton Act (Corporate Interlock Statute). On January 10, 2025, the Federal Trade Commission announced revised jurisdictional thresholds and a revised filing fee schedule under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
The Federal Deposit Insurance Corporation (FDIC) is requesting public comment on its proposal to rescind its 2024 Statement of Policy on Bank Merger Transactions (2024 Policy Statement) and reinstate its prior Statement of Policy on Bank Merger Transactions (Prior Policy Statement). By: Cadwalader, Wickersham & Taft LLP
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 effective on August 1, 2024. One of the proposed amendment stems from Crispo v.
On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of controlling stockholder transactions.
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