Sky Blog
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 …
In June 2025, Colorado became the second state after Washington State to enact a general premerger notification statute.1 Both statutes require certain parties to transactions that are reportable to the federal antitrust authorities under the Hart-Scott-Rodino Act (HSR Act) …
In a new paper, we explore the relationship between co-opted directors and firms’ anti-takeover provision (ATPs). We argue that the relationship can be viewed through traditional agency theory, which highlights the potential conflict of interests between firm managers and owners. …
Eighteen months after signing, the highly publicized U. S. Steel – Nippon Steel deal reached a successful conclusion, closing on June 18 and proving that cross-border transactions continue to be not only viable, but also in many cases the most …
On June 16, 2025, the Department of Justice’s National Security Division (“NSD”) and the U.S. Attorney’s Office for the Southern District of Texas announced a landmark declination to prosecute private equity firm White Deer Management LLC following its voluntary self-disclosure …
Earlier this month, the Governor of Colorado signed the Uniform Antitrust Pre-Merger Notification Act (“the Colorado Act”) into law, making Colorado the second U.S. state to enact a broad antitrust pre-merger notification requirement following Washington State in April.…
The Federal Trade Commission and the DOJ’s Antitrust Division recently announced two settlement agreements, signaling that this Administration is willing to resolve merger competition concerns — in appropriate cases — through negotiated divestiture remedies. These actions herald a return to …
The FTC and DOJ recently announced the first settlements of merger enforcement actions reached under the second Trump administration. These actions follow comments from leadership at the antitrust agencies expressing an openness to structural merger remedies, an important contrast to …
The OCC has reversed recent changes to its bank merger policies through an interim final rule. Our client update is a refresher on the new state of play for Bank Merger Act applications to the OCC, which is a return …
The state of Washington became the first to enact a broad premerger notification law covering transactions across all industries. The law, S.B. 5122,[1] was enacted on April 4, 2025, and goes into effect July 27, 2025. S.B. 5122, modeled …
The recent market downturn driven by uncertainty on tariffs, domestic policy shifts and the changing geopolitical landscape will continue to create new opportunities for activists in 2025. We highlight below how activism may evolve in the coming months:
Market Volatility …
For over two decades, policymakers worldwide have worked to combat profit shifting and tax avoidance, leading to the widespread adoption of anti-tax avoidance regulations. Notable examples include the European Union’s Anti-Tax Avoidance Directive and the Tax Cuts and Jobs Act …
The Division of Corporation Finance of the Securities and Exchange Commission (the SEC) is expanding the available accommodations relating to nonpublic review of draft registration statements.
Previously, such accommodations had been available only to a subset of issuers: In 2012, …
In our new paper, we offer a resolution to a longstanding puzzle in contract theory: Why do practitioners in several categories of high-stakes corporate transactions (such as M&A and financings) routinely fix price terms early, while leaving non-price terms …