Mergers and Acquisitions

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A Safe Harbor for All

Munich partner Markus Nauheim is author of "A Safe Harbor for All" [PDF] published in the December 11, 2014 issue of the German Business Law Magazine.

Client Alert | December 11, 2014

New Swiss/EU Cooperation Agreement Creates Enhanced Enforcement Opportunities for Antitrust Regulators, but Leaves Uncertainty for Companies

On 1 December 2014, a bilateral cooperation agreement on competition matters, signed in May 2013, between the European Union (the "EU") and the Swiss Confederation came into force (the "Cooperation Agreement").

Client Alert | December 10, 2014

Webcast: State of the Art: Critical Developments and Trends in M&A (2014)

This fast-paced program explores the latest trends, structures, pitfalls and opportunities in M&A. The presentation will address pertinent topics including:

Webcasts | November 20, 2014

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions

M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions.

Client Alert | November 18, 2014

Webcast – Planning for a Successful Joint Venture

​Planning for a successful joint venture requires keen navigational skills to avoid pitfalls and lay the groundwork for a smooth ongoing partnership.

Webcasts | October 16, 2014

New Guidance on Domestic Effects of Foreign-to-Foreign Mergers in German Merger Control

The German Federal Cartel Office (FCO) published a revised guidance document on "Domestic Effects in Merger Control" which replaces the previous guidance document published in 1999.

Client Alert | October 9, 2014

Protecting Your Investments in Emerging Markets

The wealth of opportunities in emerging markets attracts a significant amount of foreign investment.  Making investments in parts of Africa, Latin America, Asia and the former Soviet Union can pay off handsomely if successful.  However, those same investments are often exposed to significant political risk.There are ways for investors in emerging markets to limit their exposure to such risk, and counsel can help to identify some of the more compelling options in this regard.  Political risk insurance is one well-known option.  Another option is to structure (or restructure) an investment, whether in a greenfield project or through an acquisition, to take advantage of the protections offered by a favorable investment treaty.  It is the latter option that is the subj

Client Alert | October 6, 2014

Webcast – Shareholder Activism

Please join us for an informative presentation on the practical steps to prepare for and respond to shareholder activism. Topics include: Current trends in shareholder activism.

Webcasts | September 18, 2014

Contingent Value Rights: A Middle Ground in M&A Boom

San Francisco partner Ryan Murr is the author of “Contingent Value Rights: A Middle Ground in M&A Boom” [PDF] published in the September 11, 2014 issue of the Daily Journal.

Client Alert | September 11, 2014

Long-Term Outlook for M&A is More Modest

San Francisco partner Ryan Murr is the author of “Long-Term Outlook for M&A is More Modest” [PDF] published in the August 27, 2014 issue of the Daily Journal.

Client Alert | September 9, 2014

Implications of Recent Delaware Court of Chancery Decisions on MLP Related Party Transactions

In two recent decisions written by Vice Chancellor Travis Laster, the Delaware Court of Chancery provided helpful judicial guidance on the application of the covenant of good faith in the context of related party transactions involving master limited partnerships (MLPs).  In both decisions, the Court made clear that when dealing with limited partnerships, contractual terms control and that, once fiduciary duties are contractually eliminated as permitted by Delaware law, courts should not imply terms that would alter the contract or attempt to reconstruct outcomes that fiduciary duty analysis in the corporate setting would generate.An MLP is a publicly traded limited partnership with qualifying assets that is treated as a pass-through entity for federal income tax purposes.

Client Alert | August 11, 2014

2014 Mid-Year French Law Update

While the first year of President Hollande's mandate has been focused on societal reforms (same-sex marriage, immigration, justice, reform of school timetables), his New Year's Address confirmed that the Government's efforts should concentrate on employment and growth for 2014.  Pledges to cut public spending, reduce labor costs for businesses and lower taxes have been made.The current Administration is trying to place greater emphasis on social negotiation, which has been the case notably with the "responsibility pact" for business, entered into with French employers' associations.  At the same time, faced with the duty to deal with certain controversial public debates, the French Administration has been pressed, in certain circumstances, to take urgent legislation (as

Client Alert | July 22, 2014

Indian Government Amends Pricing Guidelines

Pursuant to a circular dated July 15, 2014 and a notification ("RBI Notification"), the Reserve Bank of India ("RBI") has amended the pricing guidelines that are applicable for the issuance or transfer of equity shares, compulsorily convertible preference shares and compulsorily convertible debentures of unlisted Indian companies.

Client Alert | July 21, 2014

Lessons from the Trenches

The following article written by Gibson Dunn partner Jose W.

Client Alert | July 15, 2014

Beyond Six Sigma – Six Key Items to Address Before an Exit is Above the Horizon

​Palo Alto partner Lisa Fontenot and San Francisco associate Daniel Mandel are the authors of "Beyond Six Sigma – Six Key Items to Address Before an Exit is Above the Horizon." [PDF]

Article | June 16, 2014

Del. v. N.Y. Law in Determining Liability Under Acquisition Agreements

New York partner Brian Gingold and Dallas associate Chris Babcock are the authors of "Del. v. N.Y. Law in Determining Liability Under Acquisition Agreements" [PDF] published on June 11, 2014 by the Delaware Business Court Insider.

Client Alert | June 11, 2014

Key Issues In The Global Game Of Luxury M&A

New York partner Lois Herzeca is the author of "Key Issues In The Global Game Of Luxury M&A" [PDF] published by Law360 on May 28, 2014 at www.law360.com.

Article | May 28, 2014

China Adopts Fundamental Changes in Foreign Exchange Control

After a public consultation period of three months, the PRC State Administration of Foreign Exchange ("SAFE"), China's foreign exchange control authority, issued the Foreign Exchange Administration Rules on Cross-border Guarantees (the "New Rules") on May 19, 2014.

Client Alert | May 20, 2014

French Decree Requires Government Approval for Foreign Investments in Strategic Business Sectors

On May 14, 2014, the French government extended the blocking power of the French Ministry of Economy with respect to foreign investments regarding six new business sectors.

Client Alert | May 16, 2014

The Supreme Court of Delaware Upholds Fee-Shifting Bylaws as Facially Valid

A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation.  In ATP Tour, Inc.

Client Alert | May 13, 2014

Revised EU Antitrust Rules on Technology Licensing

The European Commission (the "Commission") has enacted a revised Block Exemption Regulation governing technology transfer agreements.  The revised regime has been enacted following two prior consultation phases in 2011/2012 and in 2013 (the "Consultations") (cf.

Client Alert | April 30, 2014

China Further Eases Restrictions on Outbound Investments

In an effort to further liberalize the approval regime for outbound investments by Chinese companies, the National Development and Reform Commission ("NDRC"), China's top economic planner, issued the Administrative Measures for Verification and Filing of Outbound Investment Projects (the "New Rules") on April 8, 2014.  The Administrative Rules will take effect on May 8, 2014 and are expected to lead to more M&A activities by Chinese companies outside of China.  Delegation of AuthorityOutbound investments by Chinese companies require government approval.  The approvals are granted by either the central or the local governments, depending primarily on the amount of funds involved in a particular investment.  Under the existing rules, for

Client Alert | April 18, 2014

Entire Fairness Revlon Standards When Control Group Is Involved

New York partner Aric Wu and associate Jefferson Bell are the authors of "Entire Fairness Revlon Standards When Control Group Is Involved" [PDF] published by the Delaware Business Court Insider on April 16, 2014.

Client Alert | April 16, 2014

M&A Report – In Chen v. Howard-Anderson, Delaware Court of Chancery Issues Important Guidance Regarding M&A Transactions

On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a "market check" as well as required proxy disclosures to stockholders in M&A transactions.

Client Alert | April 14, 2014

The Department of Defense Issues New Regulations Regarding Security Clearances for Companies with Foreign Ownership

On April 9, 2014, the Department of Defense ("DoD") issued an interim final rule creating a new section of the Code of Federal Regulations ("CFR") covering the National Industrial Security Program ("NISP").  These new regulations are solely focused on the Defense Security Service's ("DSS") evaluation of foreign ownership, control, or influence ("FOCI").

Client Alert | April 11, 2014

M&A Report – Delaware Decision Highlights Practical Difficulties in Seeking Indemnification for Third Party Claims in M&A Agreements

On March 27, 2014, Vice Chancellor Parsons of the Delaware Court of Chancery issued an opinion that provides valuable guidance for M&A practitioners drafting or complying with contractual provisions governing indemnification for third party claims.  In I/MX Information Management Solutions, Inc.

Client Alert | April 8, 2014

Webcast – Shareholder Activism – The New Dialogue

​The rapidly changing landscape in UK and the rest of Europe & Lessons Learned from the US "There has never been a better time than today for activist investing"

Webcasts | April 8, 2014

2014 Antitrust Merger Enforcement Update and Outlook

Over the past year, merger enforcement has continued to be a top priority for antitrust and competition authorities around the world. In the United States, there is new leadership at the helm of the Federal Trade Commission ("FTC") and Department of Justice, Antitrust Division ("DOJ").

Client Alert | March 21, 2014

M&A Report – When the Contractual Rubber Meets the Statutory Road: Drafting Contractual Survival Provisions in Light of State Law Statutes of Limitations

Acquisition agreements typically contain provisions purporting to set the period in which the parties can make post-closing claims arising under the agreement.  For example, an agreement might provide that most representations and warranties "survive" for one year after the closing, while claims for breaches of certain "fundamental" representations and warranties "survive" indefinitely or forever.  Although practitioners typically draft these so-called "contractual survival provisions" without reference to applicable laws, such laws, and in particular laws concerning the statute of limitations, can have a significant effect on how courts will interpret such provisions.  We examine below how the laws of Delaware can affect contractual s

Client Alert | March 20, 2014

Delaware Supreme Court Affirms Roadmap for Business Judgment Review in Going-Private Merger Transactions

On March 14, 2014, the Supreme Court of Delaware handed down an important decision in Kahn, et al., v. M&F Worldwide Corp., et al., No. 334, 2013 (Del.

Client Alert | March 17, 2014

Webcast – Mergers & Acquisitions Finance

​Gibson Dunn's leading practitioners and special guests review the current landscape of mergers and acquisitions and discuss key developments and trends shaping the global market.

Webcasts | March 6, 2014

A Look Back: Regulation M-A & The “Five-Business” Day Rule

Orange County partner James Moloney and associate Tim Mullins are the authors of "A Look Back: Regulation M-A & The 'Five-Business' Day Rule" [PDF] published in the March-April issue of Deal Lawyers.

Article | March 3, 2014

National Security Implications of Foreign Investment in U.S. Government Contractors Edition/II

Washington, D.C. partners Joseph West and Judith Lee, New York partner Jose Fernandez, and Washington, D.C. associates Annie Yan and Sarah Gleich are the authors of "National Security Implications of Foreign Investment in U.S.

Client Alert | March 3, 2014

Shareholder Activism in the UK:  An Introduction to the “Tools in the Box” for 2014

Following an increase in shareholder and investor activism beyond pure executive remuneration issues in the United Kingdom in 2013, this article provides a summary of certain principles of English law and UK and European regulation applicable to UK listed public companies and their shareholders that are relevant to the expected further increase in activism in 2014.

Client Alert | February 18, 2014

A Look At Shareholder Activism In The Retail Sector

New York partners Lois Herzeca and Eduardo Gallardo are the authors of "A Look At Shareholder Activism In The Retail Sector" [PDF] published by Law360 on February 10, 2014 at www.law360.com.

Article | February 10, 2014

Adjustments to the European Merger Control Procedure

The European Commission adopted a number of changes to the EU merger control procedure  in the form of amendments to the Commission's Notice on Simplified Procedures and to the Implementing Regulation on merger control, which came into effect on 1 January 2014.

Client Alert | February 4, 2014

How To Choose The Right Form Of Joint Venture

New York partner Rashida La Lande is the author of "How To Choose The Right Form Of Joint Venture" [PDF] published by Law360 on February 4, 2014 at www.law360.com.

Client Alert | February 4, 2014

M&A Report – Winter 2014

Happy New Year!  The Winter 2014 Edition of the Gibson Dunn M&A Report offers crucial insights for M&A professionals that you won't want to miss, including:How do you help ensure the dispute resolution provisions in yourM&A agreements don't actually create more problems than they solve?What are the latest hot-button issues in private M&A agreementsand how should they be addressed?What do companies in the retail sector need to know about shareholder activists?What are the latest M&A developments in China?

Client Alert | February 3, 2014

Oil and Gas Industry Briefing: Recent Fifth Circuit Ruling Limits Ability of Pipeline Owners in Bankruptcy to Sell Assets “Free and Clear” of, or Reject, Certain Covenants Associated with the Pipelines

On December 31, 2013, in Newco Energy v. Energytec, Inc. (In re Energytec, Inc), the Fifth Circuit ruled that certain rights connected to a gas pipeline--in particular, the right to receive a "transportation fee" based on gas throughput and the requirement that the recipient of the transportation fee consent to any assignment of interests in the pipeline--were covenants running with the land under Texas law.

Client Alert | February 3, 2014

UK/EU Corporate Governance Update: New Tools and Guidance for the Active Investor

On 12 November 2013, the European Securities and Markets Authority ("ESMA") published a long-awaited statement setting out guidance for investors on shareholder co-operation and "acting in concert" under the European Directive 2004/25/ac on Takeover Bids ("TBD").

Client Alert | January 28, 2014

FTC Announces New Hart-Scott-Rodino Thresholds

The Federal Trade Commission has released its annual adjustments to the Hart-Scott-Rodino Act (HSR) jurisdictional thresholds and the various exemption thresholds in the HSR rules.  All dollar amounts that are subject to annual indexing will increase by nearly 7% over the current adjusted thresholds for transactions closing on or after February 24, 2014.  In addition, the FTC announced revised jurisdictional thresholds under Section 8 of the Clayton Act, which prohibits certain director and management interlocks between competitors.  The new thresholds will be effective until around the same time next year.  The new minimum size-of-transaction filing threshold under HSR will be $75.9 million (increased from the current $70.9 million adjusted threshold).

Client Alert | January 24, 2014

The Key Benefits Of Forming A Joint Venture

New York partner Rashida La Lande is the author of "The Key Benefits Of Forming A Joint Venture" [PDF] published by Law360 on January 21, 2014 at www.law360.com.

Client Alert | January 21, 2014

Top Five M&A Lessons From Delaware Courts in 2013

Dallas partner Rob Little and associate Caitlin Calloway are the authors of "Top Five M&A Lessons From Delaware Courts in 2013" [PDF] published in the January 21, 2014 issue of the Delaware Business Court Insider.

Client Alert | January 21, 2014

India Eases Restrictions on Instruments with Put and Call Options as an Exit Mechanism for Foreign Investors

Pursuant to a notification dated November 12, 2013 and a subsequent circular dated January 9, 2014 ("RBI Notification"), the Reserve Bank of India ("RBI") has legalized the use of call options and put options as an exit mechanism for foreign investors.

Client Alert | January 16, 2014

Webcast – Managing Cross-Border Transactions

As M&A activity continues to recover from the depths of the global financial crisis, it is timely that the first webcast in our series entitled "Global Mergers & Acquisitions: Key Developments and Trends" focuses on effective cross-border deal planning and management.

Webcasts | January 16, 2014

2013 Year-End German Law Update

Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.

Client Alert | January 15, 2014

Negotiating Joint-Venture Management Provisions: A Primer

New York partner Rashida La Lande is the author of "Negotiating Joint-Venture Management Provisions: A Primer" [PDF] published by Law360 on January 14, 2014 at www.law360.com.

Client Alert | January 14, 2014

Mexican Energy Reform: New Investment Opportunities Ahead

Since his inauguration in December 2012, Mexico’s President Enrique Peña Nieto has moved to liberalize and strengthen his country’s economy, with an emphasis on telecommunications, tax and financial reforms.

Client Alert | January 9, 2014

Will Africa Be Lit By “BITs”?

The South African government may well have been surprised when Italian mining companies launched legal action challenging mining legislation aimed at addressing certain historical injustices in South African society - measures that were taken to promote human rights.

Client Alert | January 8, 2014

Webcast – Munich Practice Academy Corporate / M&A

M&A transactions are still very high on the agenda of companies and investors. Every transaction has its specific characteristics, but some questions occur in practice more often.

Webcasts | December 2, 2013