Mergers and Acquisitions

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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

New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions

Dallas partner Robert Little, Orange County partner James Moloney and Dallas associate Anthony Shoemaker are the authors of “New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions” [PDF], published in the November-December 2013 issue of Deal Lawyers.

Client Alert | November 1, 2013

Investing in the UAE

London and Dubai partners Mitri Najjar and Hardeep Plahe are the authors of "Investing in the UAE", October 2013.____________________© 2013 Gibson, Dunn & Crutcher LLP.  Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

Client Alert | October 31, 2013

Options for Business Activities in the UAE

London and Dubai partners Mitri Najjar and Hardeep Plahe are the authors of "Options for Business Activities in the UAE", October 2013. ____________________© 2013 Gibson, Dunn & Crutcher LLP.  Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

Client Alert | October 31, 2013

Financial Due Diligence and the Specter of Fraud in the Private M&A Context

Los Angeles partner Michael Farhang and associate Aaron Bloom are co-authors of "Financial Due Diligence and the Specter of Fraud in the Private M&A Context" [PDF] published in the October 21, 2013 issue of Bloomberg/BNA’s Securities Law Daily Bulletin.

Client Alert | October 21, 2013

Guidance for Boards of Public Company M&A Targets

Dallas partner Robert Little and associate Jeff Henderson are the authors of “Guidance for Boards of Public Company M&A Targets” [PDF] published by Corporate Counsel on October 18, 2013.

Client Alert | October 18, 2013

Lock-Ups: When Can They Give Rise to “Affiliate” Status & Potentially Implicate Rule 13e-3?

Orange County partner Jim Moloney and associate Nicole Behesnilian are the authors of "Lock-Ups: When Can They Give Rise to “Affiliate” Status & Potentially Implicate Rule 13e-3?" [PDF] published in the September-October 2013 issue of Deal Lawyers.

Client Alert | September 13, 2013

Indian Government Amends Foreign Direct Investment Policy

The Government of India ("Government") has approved several amendments to India's consolidated foreign direct investment policy ("FDI Policy"). These amendments are effective as of August 22, 2013.

Client Alert | August 29, 2013

Indian Parliament Passes the Companies Bill, 2012

On August 8, 2013, India's upper house of Parliament passed the Companies Bill, 2012 ("Companies Bill"). The Companies Bill is a new legislation that is intended to replace the existing [Indian] Companies Act, 1956, as amended ("1956 Act") which currently governs Indian companies.

Client Alert | August 22, 2013

UK Panel on Takeovers and Mergers Introduces New Rules on Profit Forecasts and Quantified Financial Benefits Statements

On 24 July 2013, the Code Committee of the UK Panel on Takeovers and Mergers (the Code Committee) published its Response Statement (RS 2012/1), following its consultation (PCP 2012/1) on proposals to amend the rules of the City Code on Takeovers and Mergers (the Code), the key changes relating to profit forecasts, quantified financial benefits statements and material changes in information.

Client Alert | July 30, 2013

M&A Report – Summer 2013

 The Summer 2013 edition of the Gibson Dunn M&A Report contains timely information on several important M&A topics, including: Issues relating to sales of divisions and subsidiaries The renewed focus on the SEC's "unbundling" rulesPointers for golden parachute compensationInsights on important developments in M&A and corporate law in the UK To be directed to the M&A Report, click here:   Gibson Dunn M&A Report - Summer 2013We hope you will find the Report useful.

Client Alert | July 22, 2013

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of corporate bylaws, adopted by the boards of directors of Chevron Corporation and FedEx Corporation, that select Delaware as the exclusive forum for derivative suits and other litigation concerning the corporations' internal affairs.  In an opinion captioned Boilermakers Local 154 Retirement Fund v.

Client Alert | June 28, 2013

Target Boards in Single-Bidder Context Given Guidance

New York partner Brian Lutz and associate Jeffrey Salomon are the authors of “Target Boards in Single-Bidder Context Given Guidance” [PDF] published in the June 19, 2013 issue of Delaware Business Court Insider.

Client Alert | June 19, 2013