Mergers and Acquisitions

668 Search Results

SEC Grants No-Action Relief to Activist Shareholders Seeking to “Round Out” Short Slates With Each Other’s Nominees

SummaryOn March 30, 2009, the SEC staff issued two no-action letters regarding the solicitation of proxies to vote in the election of directors in a situation where two dissident shareholders had submitted separate "short slates" of director nominees for election at the same annual meeting.  The no-action letters permit a soliciting shareholder to "round out" its short slate of directors with the nominees of other dissident shareholders, under an expansive reading of the proviso to the "bona fide nominee" rule in Exchange Act Rule 14a-4(d).  Such proviso had historically been interpreted only to permit a soliciting shareholder to "round out" its short slate with nominees of the registrant.The effect of the no-action letters is to facilit

Client Alert | April 2, 2009

Acquisitions from Financially Distressed Entities Under the HSR Act

Washington, D.C. of counsel Malcom Pfunder is the author of "Acquisitions from Financially Distressed Entities Under the HSR Act" [PDF] published in the April 1, 2009 issue of ABA's Antitrust.

Client Alert | April 1, 2009

Takeover Preparedness and the New Hostile M&A Environment

By Eduardo Gallardo and Matthew Walsh (Gibson, Dunn & Crutcher LLP)*The recent financial turmoil has left many public companies' market capitalizations at 10-year lows.  Such depressed stock prices and the inability to access traditional sources of financing, coupled with the gradual erosion of antitakeover defenses under the pressure of corporate governance groups, have left many public companies vulnerable to a hostile overture or an activist investor campaign.  At the same time, other companies – particularly in the technology and pharmaceutical sectors – are flush with cash and searching for bargain acquisition candidates.

Client Alert | March 30, 2009

Germany Exempts Acquisitions with Little Effect on German Markets from Its Merger Control Regime

As of today, March 25, 2009, an important amendment to the German merger control regime has entered into force. This amendment will significantly decrease the number of de minimis and extra-territorial mergers that will need to be notified to the German Federal Cartel Office ("FCO", the Bundeskartellamt) in the future.

Client Alert | March 25, 2009

Where Have All the Deals Gone?

Orange County partner John M. Williams III and associate Theodore Kim are the authors of "Where Have All the Deals Gone?" [PDF] published in the March 2009 issue of the Orange County Business Journal.

Client Alert | March 2, 2009

Department of the Treasury Releases Final Regulations Governing the Committee on Foreign Investment in the United States (“CFIUS”)

On November 14, 2008, the U.S. Department of the Treasury, on behalf of the Committee on Foreign Investment in the United States, issued final regulations governing CFIUS.  This follows Treasury's issuance of proposed regulations on April 21, 2008.  The period for public comment ended on June 9, 2008.

Client Alert | November 18, 2008

Top Washington Lawyers – Corporate M&A

Washington, D.C. partner Stephanie Tsacoumis was featured in "Top Washington Lawyers - Corporate M&A" [PDF] published in the September 19-25, 2008 issue of Washington Business Journal.

Client Alert | September 19, 2008

The “Risk Limitation Act” – New Rules for Investors in German Listed Companies

A few days ago, the German legislature adopted the Risk Limitation Act (Risikobegrenzungsgesetz, the "Act") aimed at the limitation of perceived risks deriving from financial investors.

Client Alert | July 22, 2008

Recent Developments Highlight the Need to Review Advance Notice Bylaws

In the past two months, the Delaware courts have decided two cases addressing the scope of advance notice bylaws, in both cases holding that stockholders did not have to comply with the companies’ advance notice provisions in order to nominate directors.

Client Alert | May 27, 2008

German Aspects of Acquisition Financing

Munich office lawyers Birgit Friedl and Marcus Geiss are the authors of  "German Aspects of Acquisition Financing" [PDF] which appears in Financial Yearbook Germany 2008.   Reprinted by permission.

Client Alert | January 2, 2008

Deal Note: Gibson Dunn Represents Apria Healthcare in Acquisition of Coram Healthcare

Gibson, Dunn & Crutcher LLP's Health Care and Life Sciences Group is pleased to announce its representation of Apria Healthcare Group Inc. in connection with its acquisition of Coram, Inc., a provider of home infusion and specialty pharmaceutical services.

Client Alert | December 7, 2007

Deal Note: Gibson Dunn’s Media & Entertainment Group Represents Vivendi in Proposed Combination of the Businesses of Vivendi Games and Activision

Gibson, Dunn & Crutcher LLP's Media & Entertainment Group is pleased to announce its representation of Vivendi in connection with the proposed combination of the businesses of Vivendi Games and Activision which will create Activision Blizzard, which will be the largest pure-play video game publisher.

Client Alert | December 5, 2007

Cashing out company stock options in M&A transactions

Century City Partner Jonathan K. Layne and Associate Ari B. Lanin are authors of "Cashing out company stock options in M&A transactions" [PDF] in the December 2007 issue of Financier Worldwide.

Client Alert | December 1, 2007

Studying Schneider

Brussels Partner Peter Alexiadis & Associate Vassili Moussis, are authors of "Studying Schneider," [PDF] published in the October 2007 issue of the European Lawyer.

Client Alert | October 31, 2007

LBO – Le Leveraged Buy Out, une pratique en constante évolution

Paris Partner Sophie Resplandy-Bernard is the author of "LBO - Le Leveraged Buy Out, une pratique en constante évolution" [PDF--the article is in French, the title roughly translates as: "Leveraged Buy-Outs, A Practice in Constant Evolution"] published in Target Carrières Juridiques 2008.Reprinted with permission of Target Carrières Juridiques 2008.

Client Alert | October 15, 2007

2007 M&A Hot Topics Briefing

The Ritz-Carlton, McLean, VA OVERVIEW: This briefing included a comprehensive review of pressing market, diligence and tactical decisions required to complete a transaction.

Client Alert | April 26, 2007

Joint venture review under the new EC Merger Regulation

Munich Partner Michael Walther and Associate Ulrich Baumgartner are authors of "Joint venture review under the new EC Merger Regulation" [PDF] published in the The European Antitrust Review 2007.An extract from The European Antitrust Review 2007, a Global Competition Review special report -

Client Alert | October 18, 2006

Stapled Financing – Ein US-Import mit Zukunft?

Munich Partner Philip Martinius is the author of "Stapled Financing - Ein US-Import mit Zukunft?" [PDF in German] in the February 2006 issue of Going Public on the possibility of stapled financing becoming the new trend in M&A and private equity activities in Germany, pointing out strength and weaknesses, opportunities and threats for sellers, buyers and banks.

Article | January 31, 2006