Sky Blog
On July 23, 2026, the U.S. Department of Justice Antitrust Division (DOJ) announced that it would revive targeted Second Request investigations and published a revised model timing agreement.[1] Merging parties that agree to DOJ’s timing agreement during a Second …
In Verisk Analytics, Inc. v. ExactLogix, Inc., the Delaware Court of Chancery held in a post-trial opinion that a buyer’s termination of a commercial relationship with the target’s competitor constituted “willful conduct” that was the “primary cause” of …
Earnouts, working-capital adjustments, and similar price-adjustment mechanisms in private deals or public company carveouts routinely assign certain disputes to an independent accountant — a device parties favor for speed, expertise, and finality. But a perennial question drags those efficient dispute …
In M&A, an acquirer must pay an acquisition premium to target shareholders. However, much to academic puzzlement, this universal reality rubs against theory. Two fundamental ideas in modern financial economics are the efficient capital market hypothesis (ECMH) and the capital …
In April 2026, SpaceX announced an agreement giving it the right to acquire the AI coding company Cursor for $60 billion in SpaceX stock after SpaceX went public. If that stock transaction did not occur, the agreement called for a …
Debates over Big Tech M&A often focus on “killer acquisitions,” where a dominant firm buys a startup in order to eliminate a future rival. A more subtle and, in some ways, more difficult problem is that innovation can lose momentum …
Regulatory clearance is one of the most consequential variables in many M&A transactions. The increasing complexity of many regulatory regimes and M&A transactions, the evolving (and often more aggressive) positions of regulators, and the growing politicization of some approval processes …
On April 16, 2026, the Staff of the Securities and Exchange Commission (the SEC)’s Division of Corporation Finance (the Division) issued an exemptive order granting relief that will permit certain equity tender offers to remain open for 10 business days …
In January 2026, the Delaware Supreme Court issued an en banc decision in J&J v. Fortis, a high-profile earnout dispute arising from Johnson & Johnson’s acquisition of Auris Health, involving up to $2.35 billion in contingent payments tied to regulatory …
In a genuinely shocking display of regulatory hubris, the SEC just announced via an “Exemptive Order” the most significant change to the tender offer rules in a generation. The Order shortens the minimum period of a cash tender offer for …
Delaware is dead, long live Delaware? To a U.S. M&A practitioner, much of the “Dexit” debate about whether corporations should exit Delaware as their jurisdiction of incorporation in favor of another state feels as if it may come full circle …
In principle, a potential acquirer may use private information to initiate a deal and offer to pay for the target with temporary overpriced shares. Analogous to insider trading in secondary equity markets, and irrespective of how the deal plays out, …
In late 2025, when Warner Brothers Discovery (WBD) was actively considering sale of the company, Netflix and Paramount emerged as likely purchasers. Knowing that a merger with either itself or Netflix would raise antitrust concerns, Paramount included in its offer …
In a recent decision that financial advisors should take note of, the Delaware Court of Chancery declined to dismiss a claim that a financial advisor aided and abetted breaches of fiduciary duty by the board of directors of a special …
Artificial intelligence (AI) is increasingly being integrated into mergers and acquisitions (M&A), supporting negotiations, determining the value of the target, drafting relevant contracts – and, most important, helping perform due diligence. Yet, its role in this context raises questions about …
Key Points
Summary
In a year marked by not-insignificant change — geopolitical, economic, technological, regulatory and market — 2025 has been a year of much increased M&A activity, in the United States and around the world. M&A deal volume in the United States …
Summary
In the market for corporate control, regulation has long been viewed as a tax on activity, a hurdle to overcome, or a cost to be priced in. The conventional wisdom is straightforward: More regulation equals less activity. However, in a …