Mergers and Acquisitions

638 Search Results

Chancery Court Refuses to Review Binding Third-Party Valuation

​Dallas partner Robert Little and associate Mark Jackson are the authors of "Chancery Court Refuses to Review Binding Third-Party Valuation" [PDF] published on March 16, 2016 by Delaware Business Court Insider.

Article | March 16, 2016

Indian Government Amends Merger Control Regulations

On March 4, 2016, the Indian government through the Ministry of Corporate Affairs issued a number of notifications (the 'Notifications') which have substantially (a) amended the merger control thresholds and, (b) amended as well as extended the existing target based exemption under the merger control regulations in India for another five years.Target Based ExemptionOn March 4, 2011, the Indian government had introduced a de-minimis target based exemption (i.e., based on the valuation of assets or turnover of the target company) which excluded certain transactions from the provisions of Section 5 of the [Indian] Competition Act, 2002 (the 'Competition Act') for a period of five years.

Client Alert | March 15, 2016

2015 Year-End French Law Update

2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.

Client Alert | February 24, 2016

M&A Litigation in Delaware After ‘Trulia’

​San Francisco partner Brian Lutz and associate Vivek Gopalan are the authors of "M&A Litigation in Delaware After 'Trulia'" [PDF] published on February 24, 2016 by Delaware Business Court Insider.

Article | February 24, 2016

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions (February 2016 Update)

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.  Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard of review is a significant part of Delaware M&A practice.  The chart below identifies fact patterns common to Delaware M&A and provides a preliminary assessment of the likely standard of review applicable to transactions fitting such fact patterns.  However, because the Delaware courts evaluate each transaction in light of the transaction's particular set of facts and circumstances, and due to the ev

Client Alert | February 8, 2016

M&A Report: 2015 Year-End Activism Update

This Alert provides an update on shareholder activism activity involving domestically traded public companies with market capitalizations above $1 billion during the second half of 2015, together with a look back at shareholder activism throughout 2015.

Client Alert | February 2, 2016

Private Equity Participation in the Asian Oil & Gas Industry

​Singapore partner Brad Roach is the author of "Private Equity Participation in the Asian Oil & Gas Industry" [PDF] published on January 26, 2016 in the Energy and Natural Resources Expert Guide.

Article | January 26, 2016

2015 Year-End German Law Update

By the end of 2015, Germany has provided shelter to more than one million refugees that entered the country in the past twelve months, many without any documents of identification or even totally unregistered in some cases.

Client Alert | January 8, 2016

2015 Year-End Criminal Antitrust and Competition Law Update

A comprehensive summary of criminal antitrust and competition-related enforcement activity across the world during 2015.

Client Alert | January 7, 2016

Indian Government Amends Foreign Direct Investment Policy (December 2015)

On November 24, 2015, the Government of India ("Government") effected several important amendments to India's consolidated foreign direct investment policy ("FDI Policy").

Client Alert | December 8, 2015

M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations

On November 19, 2015, in Depomed, Inc. v. Horizon Pharma plc, the Superior Court of California, County of Santa Clara granted Depomed's request for a preliminary injunction to enjoin Horizon's hostile exchange offer to acquire Depomed.

Client Alert | November 20, 2015

Webcast: Critical Developments and Trends in M&A Post-Closing Remedies

This fast-paced program explores the latest trends, structures, pitfalls and opportunities in drafting and negotiating post-closing remedies in M&A transactions.

Webcasts | November 18, 2015

The Final Countdown Begins for Hong Kong’s Competition Regime: Time to Comply

Hong Kong recently commenced the final countdown towards implementing its new competition regime, many elements of which are inspired by competition rules in Western jurisdictions. On July 17, it issued a "Commencement Notice" for the introduction of a Competition Ordinance (the "Ordinance") which is scheduled to come into force in six weeks' time, on December 14, 2015.

Client Alert | November 3, 2015

Webcast: Hot Off the Grill! Restaurant Industry Deals – Developments in M&A and Capital Markets

​The restaurant industry has been especially active in the past few years. There have been a large number of takeovers and capital markets transactions in the sector, many of which imply lofty valuations for the companies being acquired and going public.

Webcasts | October 28, 2015

Ownership and Control of Indian Insurance Companies with Foreign Investment

​This client alert is supplemental to our client alert dated March 11, 2015. In the March alert, we had advised that the Indian government had increased the ceiling on foreign investment in an Indian insurance company to 49% of its total outstanding share capital.

Client Alert | October 22, 2015

Legal Developments in India – 2015 Nine-Month Update

The Indian MarketThe Indian economy has emerged as an attractive investment destination despite the recent economic upheavals in other emerging markets.

Client Alert | October 21, 2015

UK Public M&A – Navigating the UK Takeover Regime – Early Stage Considerations & Guidance for International Bidders

​The UK has and continues to be an open market for international buyers (whether unsolicited or recommended).  Between 2013 and H1 2015, an average of 65% of firm takeover offers for UK listed companies were made by international bidders.  Data from the past decade shows that over half of hostile takeovers result in success for bidders.  Notwithstanding these encouraging statistics, the rules governing UK takeovers, particularly for international acquirers, can appear opaque and a challenge to navigate.  Reports in the press of parties being outed and subject to the "put up or shut up" regime, "being held to statements" or being required to issue "clarificatory statements" can deter the misinformed bidder.  In this Alert we seek to u

Client Alert | October 20, 2015

Bilateral and Multilateral Investments Treaties: What All Dealmakers Need to Know

​If you are contemplating entering into investments in foreign markets, early consideration of protections available under bilateral investment treaties (BITs) and multilateral investment treaties (MITs) is crucial.  I.     When should you be considering BITs and MITs?BITs and MITs protection should be considered where your investment involves a heavily regulated industry or agreements directly with a foreign state (or state-owned entity)."Investment" for these purposes, potentially covers a broad range of interests and transactions from mergers and acquisitions, joint ventures, purchases of securities or assets, project financing, concession contracts, greenfield asset development, manufacturing plant construction and, in some cases, can also exte

Client Alert | September 25, 2015

M&A Report – Delaware Court of Chancery Signals End to Disclosure-Only Settlements with Full Releases in Delaware

In an opinion last week, the Delaware Court of Chancery, following other recent decisions from that Court, strongly signaled that stockholder lawsuits in Delaware attacking mergers may no longer be resolved by a corporate defendant providing additional disclosures to stockholders in exchange for a broad release of claims against all defendants.  Signaling the end to what has become common practice in stockholder litigation routinely challenging mergers, Vice Chancellor Glasscock noted in his decision approving a settlement in In re Riverbed Technologies that, "in light of this Memorandum Opinion," expectations that the court will approve such broad releases in exchange for additional disclosures "will be diminished or eliminated going forward."The settlement arose

Client Alert | September 24, 2015

Webcast: Takeovers of UK companies: Mind the Gaps and Traps

Insights and Deal-Critical Recommendations from a Panel of UK/US M&A Experts The UK public takeover market has at times proved difficult to understand and a challenge to navigate particularly for foreign bidders.

Webcasts | September 22, 2015

Flawed Process Results in Flawed Valuation Determination

​Los Angeles partner Michael M. Farhang and Orange County associate Colin B. Davis are the authors of “Flawed Process Results in Flawed Valuation Determination” [PDF] published on September 16, 2015 by Delaware Business Court Insider.

Article | September 16, 2015

The Heat is on: Update on Shareholder Activism in Germany

​Munich partner Markus Nauheim is the author of "The Heat is on: Update on Shareholder Activism in Germany" [PDF] published on September 3, 2015 by Business Law Magazine.

Article | September 3, 2015

M&A Report – 2015 Mid-Year Activism Update

This Client Alert provides an update on shareholder activism activity involving publicly traded domestic companies during the first half of 2015. At the midway point of 2015, shareholder activism shows no signs of slowing.

Client Alert | August 10, 2015

French Financial Markets Authority Position-Recommendation on the Disposal and Acquisition of Major Assets by French-Listed Issuers

​The Autorité des marchés financiers (French financial markets authority) (the "AMF") recently released new rules advocating prior shareholder consultation with respect to major asset disposals by French listed issuers.

Client Alert | July 29, 2015

Delaware Supreme Court Issues Ruling Interpreting Advance Notice Bylaws in Favor of Stockholder Seeking to Propose Business and Nominate Directors

On July 2, 2015, in Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision that Opportunity Partnership L.P.

Client Alert | July 16, 2015

Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’

San Francisco partner Brian Lutz and New York associate Jessica Sommer are the authors of “Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’” [PDF] published on July 15, 2015 by the Delaware Business Court Insider.  

Article | July 15, 2015

UK Briefing – US Anti-Corruption Legislation: Impact on UK and Non-US Corporate Life and Deal Making

Although a country's criminal laws typically apply to entities and individuals within that country, the long arm of US anti-corruption legislation can apply to non-U.S.

Client Alert | July 7, 2015

EU Merger Control in the Pharmaceutical Sector

​Brussels associates Pablo Figueroa and Alejandro Guerrero are the authors of "EU Merger Control in the Pharmaceutical Sector" [PDF] published in the July 2015 issue of The Merger Control Review.

Client Alert | July 1, 2015

A Dealmaker’s Guide to National Security Implications of Foreign Investment in U.S. Government Contractors

Washington, D.C. partners Joseph West and Judith Lee, New York partner Jose Fernandez, and Washington, D.C. staff attorney Andrea F. Farr are the authors of "A Dealmaker's Guide to National Security Implications of Foreign Investment in U.S.

Article | June 30, 2015

Delaware Enacts Legislation Endorsing Exclusive Forum Clauses and Prohibiting Fee-Shifting Provisions

On June 24, 2015, in a highly anticipated move, the State of Delaware enacted legislation that (1) allows corporations to require that internal corporate claims be brought in the courts of Delaware while also prohibiting the use of any other jurisdiction as the exclusive jurisdiction and (2) prohibits stock corporations from including fee-shifting provisions for internal corporate claims in their certificates of incorporation or bylaws.

Client Alert | June 26, 2015

Attorney-Client Privilege Issues in M&A Work

Dallas corporate partner Robert Little is the author of "Attorney-Client Privilege Issues in M&A Work" [PDF] published in the Texas Lawyer on June 8, 2015.

Article | June 8, 2015

M&A Report – Delaware Court of Chancery Clarifies Director and Officer Advancement Rights

On May 28, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an opinion clarifying and strengthening the rights of a former director and officer to receive mandatory advancement under a corporation's charter.

Client Alert | June 1, 2015

M&A Report – Delaware Supreme Court Issues Ruling Clarifying Important Protections Afforded to Independent Directors

On May 14, 2015, the Delaware Supreme Court reversed two rulings by the Court of Chancery and held that a "plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion to dismiss, regardless of the underlying standard of review for the board's conduct--be it Revlon, Unocal, the entire fairness standard, or the business judgment rule."  In re Cornerstone Therapeutics Inc.

Client Alert | May 19, 2015

Indian Government Amends Foreign Direct Investment Policy for 2015

The Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.

Client Alert | May 15, 2015

M&A Report – “Exclusive Forum” Bylaws Fast Becoming a New Item on Public M&A Deal Checklists

The Delaware Court of Chancery's endorsement of exclusive forum bylaws--bylaw provisions establishing that certain types of lawsuits relating to internal corporate governance matters may only be pursued in a designated forum--has led to the extensive use of these bylaws as a way to manage the litigation that commonly accompanies public mergers and similar transactions.  In particular, following the decision in City of Providence v.

Client Alert | May 4, 2015

M&A Report – New Delaware Court of Chancery Decision Examines MLP Conflicts Committee Requirement to Act in Subjective Good Faith

On April 20, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion reviewing actions taken by a committee of the general partner of a master limited partnership (an "MLP") whose only relevant obligation was to act in subjective good faith.

Client Alert | April 23, 2015

New UAE Companies Law: 10 Things You Need to Know

The new UAE Commercial Companies Law ("New CCL") will come into effect in the next 3 months. Here is a list of 10 things you need to know about the New CCL.

Client Alert | April 7, 2015

Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework

​San Francisco associates Sean Sullivan, Todd Trattner and Orange County associate Cem Surmeli are the authors of "Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework" [PDF] published in the March 2015 issue of Insights.

Article | March 31, 2015

M&A Report – Freeing Trapped Cash in Cross-Border Deals

In private company transactions, dealmakers often spend significant amounts of time talking about how to treat the cash held by an acquisition target.  For example, if the buyer and the seller are negotiating price on the assumption that the target will be sold on a cash-free, debt-free basis, how does the purchase price get adjusted for cash that the target continues to hold at the time of closing?  If the deal includes a working capital adjustment, how will cash and cash equivalents be taken into account?  What are the procedures for measuring how much cash the target holds at closing?   In cross-border deals, the issues about how to deal with target cash often become significantly more complex.  Businesses that operate around the world may have cash in seve

Client Alert | March 16, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 2015

2015 Antitrust Merger Enforcement Update and Outlook

In keeping with the explosive growth of regulatory oversight of business activities over the past decade, including in areas such as criminal cartel enforcement, antitrust and competition enforcers around the world have continued to closely scrutinize the competitive consequences of mergers and acquisitions.

Client Alert | March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 2015

Webcast: M&A Legal Developments in France in 2014

Overview of major French law reforms in 2014 that may have a significant impact on M&A transactions. Topics Discussed Include: Part I – Corporate law: Focus on recent legal developments concerning:

Webcasts | March 6, 2015

Venezuela’s Currency Regulations May Violate Investment Treaty Protections

Earlier this month, Venezuela announced a new free-floating exchange rate mechanism, which had the effect of massively devaluing Venezuela's bolivar currency.

Client Alert | February 25, 2015

U.S. Antitrust Agencies Signal Increased Requirements for Merger Remedies

Divest more assets, find a stronger buyer, and hire--at your expense--a monitor that will scrutinize every step of the divestiture process, or the antitrust agencies will challenge the transaction in court.  That is increasingly the message that the leadership of the Department of Justice ("DOJ") and Federal Trade Commission ("FTC") are sending to merging parties seeking to clear the merger review process through a remedy.On February 6, 2015, Bill Baer, the Assistant Attorney General of the DOJ's Antitrust Division, affirmed that "taking a harder look at remedies" continues to be an ongoing DOJ focus.  Mr. Baer described DOJ's willingness to 'litigate the fix', as the Department did in the American Airlines/US Airways and AB InBev/Grupo Model

Client Alert | February 12, 2015

Delineating a board’s duty to find the highest value

San Francisco partner Brian Lutz is the author of "Delineating a board's duty to find the highest value" [PDF] published in the February 12, 2015 issue of the Daily Journal.

Article | February 12, 2015

Webcast: Foreign Investments in Emerging Markets

A handful of developing economies have been, and will continue to be, a key driver of global growth. In the coming years, emerging markets are expected to grow two to three times faster than developed nations.

Webcasts | February 11, 2015

M&A Report – Governance Issues in Spin-Off Transactions

Spin-off transactions require a focused, intensive planning effort.  The deal team must make decisions about how best to allocate businesses, assets and liabilities between the parent and the subsidiary that will be spun-off.  It must address complex tax issues, securities law questions and accounting matters, as well as issues related to capital structure, financing and personnel matters.  In addition, it must resolve a long list of governance issues, including questions about the composition of the spin-off company board, the importance of mechanisms for dealing with conflicts of interest and the desirability of robust takeover defenses.  Transaction planners do not always give the governance issues high priority.  They may assume that the spin-off company can si

Client Alert | February 5, 2015

Webcast: The Art of Carving: Carve-Out Transactions – Sales of Divisions and Subsidiaries

​The sale by companies of divisions or subsidiaries, commonly referred to as "business carve-out transactions," are some of the most complex and challenging M&A transactions.

Webcasts | February 5, 2015

SEC Permits Five Business Day Issuer Tender Offers for Non-Convertible Debt including Non-Investment Grade Debt

On January 23, 2015, the Division of Corporation Finance of the SEC issued a no-action letter permitting issuers (or their parents or wholly-owned subsidiaries) to conduct five business day tender offers for any and all non-convertible debt securities when certain conditions were met.

Client Alert | February 3, 2015