Columbia Law School
Sky Blog
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following
M & A
Sullivan & Cromwell Discusses Delaware Supreme Court Ruling on MFW’s Application to Controller Transactions
In the important 2014 case of Kahn v. M & F Worldwide Corp., the Delaware Supreme Court held that freeze-out mergers, in which a controlling stockholder takes a company private, are subject to Delaware’s heightened “entire fairness” standard of …
Cleary Gottlieb Discusses How Merger Safe Harbor for Sherman Act Violations Punishes Innocent Acquirers
In March 2024, the U.S. Department of Justice (“DOJ”) revised its Justice Manual to include a new safe harbor for acquiring companies that self-report criminal conduct by an acquired company identified in due diligence (the “Safe Harbor”). When the Safe …
Arnold & Porter Discusses OCC, FDIC Policy Statements on Bank Merger Scrutiny
In recent months, the U.S. banking regulators have proposed policy statements focused on providing greater insight on the agencies’ review of bank mergers and acquisitions under the Bank Merger Act (BMA).[1] On January 29, 2024, the Office of the …
Davis Polk Discusses FDIC’s Proposed Statement of Policy on Bank Mergers
The Federal Deposit Insurance Corporation (FDIC) released a Proposed Statement of Policy on Bank Merger Transactions (the Proposal) that outlines the FDIC’s views on its jurisdiction and expectations with respect to each statutory factor under the Bank Merger Act (BMA).…
How Technology Investment Drives Community Bank Consolidation
From 2011 to 2019, the number of bank charters fell by nearly one-third, from 7,357 to 5,177, with community banks accounting for three-quarters of this decline (FDIC Community Bank Report, 2020) In a new paper, we presents compelling …
Death by a Thousand Cuts: The Hostile Bids Regime in Europe, 2004-2023
In 2004, the European Union (EU) adopted the Takeover Directive, a framework statute aimed at regulating corporate control transactions and takeover bids targeting EU listed issuers. The Directive, amidst aspirations of fostering a unified market for corporate control and ensuring …
Arnold & Porter Discusses Delaware Chancery Ruling in Microsoft-Activision Blizzard Deal
On February 29, the Delaware Chancery Court declined to dismiss claims that the process followed in obtaining board and stockholder approval of the merger of Activision Blizzard, Inc. with a subsidiary of Microsoft failed to comply with the requirements of …
Why Corporate Governance Needs to Account for Data-Driven Mergers
Why might an insurance company acquire a robot manufacturer or a retailer acquire a home security provider? The answer might have once been diversification, but now it is more likely to be a desire for data. A new type of …
A New and Improved Corpus of Definitive M&A Agreements for Public Access
The mature field of contract design dates back nearly a century, and it now features myriad rich and varied contributions seeking to characterize or test theories of how parties organize private law to shape and enhance their economic environments. …
The Power Five: Law as a Team Sport
Business is a team sport, and the schools that teach it understand this: They generally orient their assignments, their grades, and their classes around collaboration.
Law schools do basically none of these things. We train and assess law students as …
Why Are Acquiring Companies So Reluctant to Amortize Purchased Goodwill?
Controversy has persisted in recent decades over the accounting treatment of the vast sums expended on purchased goodwill – variously described as a “present-value estimate of future rents” from an acquisition or “the difference between what you pay [for an …
Sullivan & Cromwell Discusses Proposed OCC Rulemaking on Bank Mergers
On January 29, 2024, Acting Comptroller of the Currency Michael Hsu spoke at the University of Michigan Stephen M. Ross School of Business on “What Should the U.S. Banking System Look Like? Diverse, Dynamic, and Balanced” (the “Remarks,” available here…
Wachtell Lipton Discusses U.S. M&A Antitrust Enforcement for 2023 and the Year Ahead
In 2023, leadership of the Federal Trade Commission and the Antitrust Division of the Department of Justice maintained an aggressive approach to merger enforcement, investigating and challenging transactions on the basis of a broad range of theories of harm articulated …
Skadden Discusses Delaware Chancery Decision on Who Can Recover Lost-Premium Damages
In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target company’s damages to include …
Skadden Discusses Merger Enforcement and New Deal Strategies
Key Points
- New merger guidelines reflect the aggressive approach that has defined merger enforcement in the Biden administration, including novel theories of harm.
- Proposed changes to HSR notification will make merger filings more burdensome while providing agencies with more information
Sullivan & Cromwell Discusses Final DOJ and FTC Merger Guidelines
Is It the End of Entire Fairness as We Know It?
Striving to better, oft we mar what’s well — William Shakespeare, King Lear (1606)
The Delaware Court of Chancery has, for more than a century, honed unparalleled expertise in a unique body of corporate law based on equity – and …
Skadden Discusses Proposed UK Reforms to Merger Process
On November 20, 2023, the UK’s Competition and Markets Authority (CMA) announced proposed reforms to its in-depth merger control review process (the phase 2 review) that seek to provide more opportunities for engagement with decision makers and incentivise parties to …
Sullivan & Cromwell Discusses Changes to UK Takeover Code
On October 27, 2023, the UK’s Panel on Takeovers and Mergers (the “Panel”) published the results of a consultation started in May 2023 to review the City Code on Takeovers and Mergers (the “Code”), together with …