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Documents on Mergers And Acquisitions
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|FTC Suffers Another Hospital Merger Loss in Advocate-NorthShore|
Dionne C. Lomax; Mintz Levin Cohn Ferris Glovsky Popeo P.C.;
July 20, 2016, previously published on June 15, 2016On Tuesday, June 14, 2016, the U.S. District Court for the Northern District of Illinois declined to temporarily block the proposed merger of Advocate Health Care Network and NorthShore University HealthSystem in the Chicago area, handing the FTC its second hospital merger loss this year. The FTC...
|View from Italy: New Incentive Rules for the Unfreezing of Bad Loans of the Italian Bank|
Greenberg Traurig LLP;
June 14, 2016, previously published on June 2, 2016After a lot of buzz, the highly anticipated “Banks Decree” (“Decree”) setting forth urgent measures on the reform of cooperative banks, the guarantee for the securitization of non-performing loans (“NPLs”) and the tax regime for crisis procedures and collective...
|No Magic Words, but It Matters Who is Saying Them—the Delaware Chancery Court
Analyzes Anti-Reliance Clauses in Acquisition Agreements|
Kenneth A. Gerasimovich; Greenberg Traurig, LLP;
June 14, 2016, previously published on June 2, 2016In the last few months, the Delaware Court of Chancery has issued two opinions addressing fraud claims in connection with private M&A transactions based upon representations and statements made by sellers outside the four corners of the acquisition agreement, with quite different results for the...
|View from London: The PSC Register|
Fiona Adams; Greenberg Traurig Maher LLP;
June 14, 2016, previously published on June 2, 2016As of April 6, 2016, UK companies and limited liability partnerships (LLPs) are now required to hold and maintain a register of people with significant control (the PSC Register). The PSC Register is primarily aimed at identifying and listing individuals with significant control over a UK company...
|View from Israel: A Guide to Understanding Anti-Assignment Clauses|
Aaron R. Katz; Greenberg Traurig, LLP;
June 14, 2016, previously published on June 2, 2016With the increasing trend of globalization in the business world, Israeli companies and investors are commonly entering into agreements with U.S.-based entities. One of the most frequently found clauses in U.S. commercial agreements is an anti-assignment provision that prevents either or both of...
|Mergers and Acquisitions in Mexico: Confronting Tax and Labor Challenges|
JATA - J.A. Trevino Abogados S.A. de C.V.;
June 5, 2016, previously published by Texas Lawyer. on Summer 2016With the opening of the energy market and other recent business reforms, Mexico continues to build opportunities for multinational investment and merger activity. The energy market alone is likely to attract impressive new private equity investment in 2016 as low oil price make assets attractive....
|Proposed Amendments to the Delaware Appraisal Statute|
Joshua Apfelroth, Mattan Erder, William P. Mills; Cadwalader, Wickersham & Taft LLP;
May 26, 2016, previously published on April 19, 2016The Corporation Law Section of the Delaware State Bar Association recently approved proposed legislation to amend the General Corporation Law of the State of Delaware (the “DGCL”). Among the proposed changes are amendments that would mitigate some of the risks presented by stockholder...
|U.S. DOJ Requires HSR Filing by Activist Investors, Rejecting Claim of "Passive Investment"|
James P. Dougherty, Lyle G. Ganske, Michael H. (Mike) Knight, Bevin M.B. Newman, Lizanne Thomas; Jones Day;
May 10, 2016, previously published on April 2016The Department of Justice has filed a lawsuit claiming that two ValueAct Capital funds violated the Hart-Scott-Rodino Act by acquiring over $2.5 billion of voting securities in two oilfield services companies, Halliburton and Baker Hughes, without filing an HSR notification with the federal...
|Australian Takeovers Panel Releases Reasons for Decision but Fails to Clarify Valuation Disclosure Obligations of Target Company Directors|
Mark Crean, Brett Heading, Kai Luck; Jones Day;
May 10, 2016, previously published on April 2016Further to the Alert issued by Jones Day on 12 April 2016, the Australian Takeovers Panel ("Panel") released its Reasons for Decision ("Reasons") in the Metro Mining Limited and Gulf Alumina Limited matter on 15 April, 2016.
|U.S. DOJ and FTC Promise Pentagon Aggressive Antitrust Enforcement in Defense Mergers|
Kathryn M. (Kathy) Fenton, Peter J. Love, Laura E. Malament, J. Bruce McDonald; Jones Day;
May 10, 2016, previously published on April 2016In September 2015, the Antitrust Division of the U.S. Department of Justice approved Lockheed Martin's $9 billion acquisition of Sikorsky Aircraft, without even issuing a Second Request. Though the Department of Defense supported the combination, DOD immediately issued a warning that it would not...