Sky Blog
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 …
How do early‐stage documents – term sheets, letters of intent (LOIs), and memoranda of understanding (MOUs) – shape the path to a definitive merger agreement? Despite their ubiquity, we still know surprisingly little empirically about how these instruments structure negotiations, …
Hedge funds and other activist shareholders are taking an increasingly active role in monitoring and influencing the decisions of public companies. While the specifics of activist campaigns vary, it’s generally a simple process: An investor buys a large equity stake in …
Last year, the Delaware Court of Chancery surprised many M&A practitioners by holding in Sjunde AP-Fonden v. Activision Blizzard that the Board of Directors of Activision Blizzard, in approving the sale of the company to Microsoft, did not comply with …
The successful takeover bid by Monte dei Paschi di Siena (MPS) for Mediobanca is a landmark event in Italian corporate history. While offering lessons for corporate governance in Delaware and the U.S. generally, it sheds new light on an old …
Despite decades of research on M&A outcomes, a puzzling question persists: Why do acquiring firms receive, on average, almost no cumulative abnormal returns around deal announcements (i.e., Betton, Eckbo, and Thorburn, 2008; Moeller, Schlingemann, and Stulz, 2004)? Numerous studies have …
As predicted, antitrust merger enforcement under the second Trump Administration exhibits a return to a more restrained approach at both the Federal Trade Commission and the Antitrust Division of the Department of Justice. Most refreshingly, the agencies appear committed …
Ever since economist George Akerlof offered his “market for lemons” insight, many studies have examined the role of asymmetric information in the market for sale and purchase of corporate assets.[1] They have typically focused on buyer-side information asymmetry about …
Following on the heels of last year’s blockbuster Term, the Supreme Court recently concluded another of equal consequence. But even as the Court grappled with contentious issues ranging from birthright citizenship to the process owed deportees, it also issued significant …