Practice Areas & Industries: Jones Day

 





Group Profile Lawyers in this Group Offices Locations for this Group
 

Practice/Industry Group Overview

Every quarter since 2000, Jones Day has done more M&A deals than any other law firm in the world.

We take a fundamentally different approach, enabled by the Firm's overarching "One Firm" culture.  We base our approach on the recognition that the law firm value proposition in M&A has moved from a fixation on deal papers and the conduct of ritualistic due diligence to true risk assessment, value-creation through transactional structuring, new governance processes, and the ability to marshal numerous practice disciplines on a seamless and cost-effective basis, frequently in multijurisdictional, even global, transactional settings.

Accordingly, interdisciplinary teaming is the defining concept for us in M&A, by which we bring our extensive experience and scalable resources to bear on a real-time, cost-effective basis.


 
Group Presentations
2013-2014 Life Sciences Webinar Series: Current Trends and Issues in Venture Capital for Life Sciences Companies, January 15, 2014
 
Past Seminar Materials
PLI's Mergers & Acquisitions 2014: Trends and Developments, January 16, 2014
 
 
Articles Authored by Lawyers at this office:

Federal District Court Certifies Hospital Patient Class in Postmerger Antitrust Lawsuit
Roberto C. Castillo,Michael A. Gleason,Paula W. Render,Toby G. Singer, January 03, 2014
On December 10, 2013, the U.S. District Court for the Northern District of Illinois granted class certification to customers claiming that the merger of two Chicago-area hospital groups, Evanston Northwestern Healthcare Corp. (ENH) and Highland Park Hospital, resulted in higher prices for patients....

European Commission’s "Simplified" Merger Control Notification Procedures to Be Effective in 2014
Serge Clerckx,Cecelia Kye, December 17, 2013
The European Commission has adopted a merger simplification package in pursuit of its stated goal of creating a more streamlined and flexible system for its procedures for reviewing concentrations under the EU Merger Regulation No. 139/2004 ("EUMR"), particularly towards alleviating...

ISS Questions Director Compensation Bylaw
Lyle G. Ganske,Robert A. Profusek,Lizanne Thomas, November 29, 2013
Earlier this month, ISS recommended "withhold" votes for the election of the members of a company's nominating committee because its board adopted—without shareholder approval—a corporate bylaw that barred director nominees from accepting compensation from anyone other than...

FTC Closes Investigation of Merger of Office Depot and OfficeMax Office Supply Superstores
, November 22, 2013
The Federal Trade Commission (FTC) has closed its seven-month investigation into the $1.2 billion merger between Office Depot, Inc. and OfficeMax, Inc., the second and third largest "office supply superstores" in the country. The FTC’s decision is of particular interest given the...

FTC Expands Premerger Notification Requirements to Cover Certain Pharmaceutical Patent Licenses
, November 15, 2013
On November 6, 2013, the Federal Trade Commission ("FTC") amended the HSR Act rules to include additional pharmaceutical patent licenses under the premerger notification and waiting period requirements (the "amended rules"). The amended rules specify that an exclusive patent...

U.S. Antitrust Agencies Issue Revised Model Waiver of Confidentiality For Mergers and Non-Merger Civil Investigations
Larissa C. Bergin,J. Bruce McDonald,Ryan C. Thomas,David P. Wales, October 08, 2013
The U.S. antitrust agencies recently issued a revised model waiver of confidentiality for individuals and companies to use in merger and civil non-merger matters that cross international borders. As more companies engage in activities that affect multiple jurisdictions, competition authorities are...

Internal Revenue Code Section 336(e) Elections: Basic Overview
Patrick J. Browne,Lester W. Droller,Andrew M. Eisenberg, September 19, 2013
The U.S. Treasury Department recently issued final regulations allowing certain taxpayers to make a special election to treat a disposition of domestic company stock as a disposition of that company's assets for U.S. federal income tax purposes. Depending on the facts of each particular disposition...

Expansion by the Acquisition of Financially Distressed Health Care Facilities and Companies: Opportunities and Challenges
, September 13, 2013
Market forces driven in large part by the Affordable Care Act ("ACA") require hospitals and health systems to build more comprehensive provider networks and to invest more heavily in the information systems necessary to manage care effectively. At the same time, these economic factors are...

FTC Agrees to "Unusual" Remedy in Georgia Hospital Merger
Bevin M.B. Newman,Toby G. Singer, September 02, 2013
The U.S. Federal Trade Commission has settled its long running dispute with the Phoebe Putney Health System, Palmyra Park Hospital, and the Hospital Authority of Albany-Dougherty County over the Hospital Authority's acquisition of Palmyra in Albany, Georgia. Memorialized in a consent decree, the...

Governance Perspectives: Director Compensation Bylaws
Lyle G. Ganske,Robert A. Profusek,Lizanne Thomas, August 23, 2013
In two recent high-profile proxy contests, shareholders entered into incentive compensation arrangements with their director nominees that were intended to reward their particular nominees for increases in shareholder value or the activist’s profits. Elliott Management agreed to pay its...

Viacom Int'l, Inc. v. Winshall: Delaware Supreme Court Reinforces Accounting Experts' Authority to Decide Purchase Price Disputes, Restricting Collateral Attack by Disgruntled Parties
Elizabeth Clough Kitslaar,James A. White, August 15, 2013
On July 16, the Delaware Supreme Court published an opinion that confirms and clarifies the scope of an accounting expert's authority to resolve post-closing financial disputes that parties have agreed to submit for resolution under the terms of a definitive business acquisition agreement. This...

Due Diligence of Mexican Companies with Foreign Trade Activities
Javier A. Cortes,Mauricio Llamas, August 09, 2013
On occasion, global investors considering the potential acquisition of Mexican import/export companies will conduct corporate audits of the target companies, and their audit procedures will be primarily focused on a detailed review of the corporate documents that support the targets' commercial...

Delaware Update: Supreme Court Awards Expectation Damages for Failure to Negotiate in Good Faith
, July 11, 2013
In a case involving the breach of an express obligation to negotiate a license in good faith based on a preexisting term sheet, the Delaware Supreme Court—resolving a "difficult and largely unsettled question"—ordered the breach remedied by expectation, rather than mere...

Africa Bulletin
, July 02, 2013
This Africa Bulletin outlines in brief a few of the recent legislative, constitutional and commercial developments in Africa during the first half of 2013.

European Commission Targets Non-Controlling Minority Shareholdings and Case Referrals in New Consultation on Modifying EU Merger Regulation
Serge Clerckx,Cecelia Kye, July 02, 2013
The European Commission recently opened another public consultation (closing 12 September 2013) on potential modifications to EU merger control law in view of increasing oversight over non-controlling minority shareholdings and efficiency in upward case referrals from the national authorities to...

The Future of Admitting When Settling SEC Enforcement Actions: Some Initial Considerations
Henry Klehm,Joan E. McKown,Peter J. Romatowski, June 27, 2013
Whether the Securities and Exchange Commission ("SEC") should continue its longstanding policy of permitting enforcement action defendants to settle by "neither admitting nor denying" the SEC allegations is currently a matter of much debate. The SEC's new chairman, Mary Jo...

Chancery Court Declines to Enjoin Merger; The Pendulum Swings Back
, June 03, 2013
After any big market break, Delaware courts tend to send a message to Delaware corporations to be careful in judicial decisions that appear to be critical of, and even nitpick, board processes. The Chancery Court's decisions in In re El Paso Corp. S'Holder Litig. and In re Del Monte Foods Co....

European Commission Consults on Proposals to Modify Merger Control Notification Procedures
Serge Clerckx, May 28, 2013
The European Commission is currently conducting a public consultation (closing on June 19, 2013) on the simplification of procedures for merger control in the European Union ("EU"). This merger control review is one of several key initiatives put forward by the Commission in view of...

Proposed Amendment to Section 251 of the DGCL: Rendering Top-Up Options Obsolete and Increasing the Appeal of Tender Offers
Benjamin M. Grossman,Andrew M. Levine,Adam S. Namoury,Robert A. Profusek, April 29, 2013
The Delaware State Bar Association recently proposed an amendment to the Delaware General Corporation Law ("DGCL") that would increase the appeal of utilizing a tender offer structure by eliminating the need to obtain stockholder approval for a long-form second-step merger following a...