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Editor-At-Large Reynolds Holding

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M & A

Cleary Gottlieb Discusses the Virtues of Standardization in M&A

By Ethan A. Klingsberg, Michael Albano and Sharon Nyakundi September 23, 2019 by hdh2120

Standardization can be a virtue and one that M&A lawyers, likely due to self-interest and ego, sometimes resist.  If venture financing and derivatives practices can have widely accepted forms of legal documentation as a starting point, why should M&A be …

Davis Polk Discusses M&A Impact of Changes to Loss Carryforwards

By Michael Mollerus, William Curran and David Schnabel September 18, 2019 by renholding

On September 9, 2019, the Internal Revenue Service (“IRS”) released proposed regulations (the “Proposed Regulations”) that, if finalized in their current form, would in many cases dramatically reduce the portion of a company’s net operating loss …

Cleary Gottlieb Offers 2019 Mid-Year Developments in Securities and M&A Litigation

By Roger Cooper, Jared Gerber, Vanessa Richardson and David Wagner August 27, 2019 by renholding

The most significant securities decision to be handed down in the first half of 2019 came from the Supreme Court in Lorenzo v. SEC, which clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). Another significant ruling …

Cadwalader Discusses CFIUS and Foreign Investor Deals

By Joseph Moreno, Jodi Avergun, Andrew Alin, Joshua Apfelroth, and Keith Gerver August 8, 2019 by renholding

The national security implications of corporate deals involving foreign investors continues to be a headline-grabbing topic. Last summer, President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), which expanded the types of …

Paul Weiss Offers M&A at a Glance for June 2019

By Matthew W. Abbott, Scott A. Barshay, Ariel J. Deckelbaum, Jeffrey D. Marell, Robert B. Schumer and Taurie M. Zeitzer July 25, 2019 by renholding

M&A activity in the U.S. and globally in June was mixed. While the number of deals decreased by 23.7% in the U.S., to 655 deals, and by 13.2% globally, to 2,487 deals, the total value of deals[1] increased significantly, …

Paul Weiss Offers M&A at a Glance for May 2019

By Matthew W. Abbott, Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell and Robert B. Schumer June 26, 2019 by renholding

M&A activity in the U.S. and globally for the month of May was generally consistent with April levels. The most notable changes in May were an increase in the number of sponsor-related deals by almost 75% to 187 in the …

Inside the Black Box of Private Merger Negotiations

By Tingting Liu and Micah S. Officer June 18, 2019 by renholding

Several authors (Boone and Mulherin, 2007[1]; Aktas, de Bodt, and Roll, 2010[2]) have noted a paradox in the mergers and acquisition (M&A) market since 1990. While there have been few competing public bidders, hostile offers, or …

Deals, Activism, and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference

By Reynolds Holding June 10, 2019 by renholding

A host of top attorneys, judges, scholars, regulators, and advisers debated the latest issues in corporate and securities law on June 7 at a Columbia Law School conference in New York, offering cutting-edge thoughts on everything from cybersecurity to shareholder …

Debevoise Discusses When to Disclose a European Deal

By James C. Scoville, Pierre Clermontel, Vera Losonci and Philippe Tengelmann May 20, 2019 by renholding

In Europe, when negotiating a transaction which may affect the market price of listed instruments of the parties, a key question arises: when to disclose it to the market? The short answer is as soon as possible unless you have …

Paul Weiss Offers M&A at a Glance for April 2019

By Matt Abbott, Scott Barshay, Angelo Bonvino, Ariel Deckelbaum, Jeffrey Marell, Robert Schumer and Taurie Zeitzer May 17, 2019 by renholding

M&A activity in the U.S. and globally generally fell in the month of April. The number of U.S. deals decreased by 15.6%, to 622, and the number of global deals decreased by 10.3%, to 2,530. However, the total value of …

Protecting Against Protectionism in EU M&A

By Marco Claudio Corradi and Julian Nowag April 18, 2019 by renholding

In a recent paper, we explore EU law covering EU cross-border mergers. These are typically more difficult and costlier than purely national mergers. Additionally, political hurdles can exist. In a time of global political and institutional transformations away from …

Davis Polk Discusses Investing in Blockchain Technology

By Daniel Brass, Daniel F. Forester, Joseph A. Hall, Trevor I. Kiviat and Jai R. Massari April 18, 2019 by renholding

Blockchain technology continues to be a lively topic of conversation in legal, business and technology circles. This includes heated debates about whether and when the technology will deliver on its many promises and how the most common applications employing blockchain—that …

Cleary Gottlieb Discusses CFIUS and the Unwinding of Kunlun’s Acquisition of Grindr

By Paul Marquardt, John P. McGill, Jr. and Chinyelu Lee April 17, 2019 by renholding

On March 27, 2019, journalists affiliated with Reuters reported that the Kunlun Group (“Kunlun”), a China-based tech firm, was preparing to sell its wholly owned subsidiary, Grindr, after the Committee on Foreign Investment in the United States (“CFIUS”) informed the …

Mergers and the Role of Earnings-Per-Share

By Sudipto Dasgupta, Jarrad Harford and Fangyuan Ma April 8, 2019 by renholding

Lawyers and investors pay close attention to how stock-based deals affect the acquirer’s short-term earnings per share (EPS). Merger announcements are regularly accompanied by discussions of whether the deal will be accretive or dilutive for the acquirer’s EPS, and if …

Arnold & Porter Discusses Significant 2018 Decisions Affecting Private Company M&A

By Nicholas O’Keefe, Edward Deibert, Ronald Levine, Aaron Miner and Jonathan Green April 5, 2019 by renholding

The following compilation is our fifth annual review of significant state court decisions relevant for private company M&A transactions and related governance matters and disputes. The summary includes the landmark Akorn v. Fresenius decision, which is the first Delaware …

Ropes & Gray Discusses How Notices and Deadlines Matter in Delaware

By Paul S. Scrivano, David Hennes, Jane D. Goldstein and Sarah Young March 27, 2019 by renholding

The recent Delaware Court of Chancery decision by Vice Chancellor Glasscock in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc.1 is illustrative of the principle that merger partners should not assume that anything less than strict compliance with notice requirements …

Paul Weiss Offers M&A at a Glance for February 2019

By Matt Abbott, Scott Barshay, Angelo Bonvino, Ariel Deckelbaum, Jeffrey Marell, Robert Schumer and Taurie Zeitzer March 19, 2019 by renholding

M&A activity in February 2019 generally slowed in the U.S. and globally. Deal volume by dollar value[1] decreased by 25.6% to $152.24 billion in the U.S., and by 30.3% to $248.57 billion globally. Further, the number of deals decreased …

The Effect of SEC Comment Letters on M&A Outcomes

By Bret A. Johnson, Ling Lei Lisic, Joon Seok Moon and Mengmeng Wang March 14, 2019 by renholding

Recent research on the effectiveness of the SEC’s filing review and comment letter process has focused almost exclusively on reviews of Forms 10-K and other periodic filings. Reviews of filings involving transactions such as mergers and acquisitions (M&A) have received …

Listing Gaps, Merger Waves, and the Privatization of U.S. Equity Finance

By Gabriele Lattanzio, William L. Megginson and Ali Sanati March 11, 2019 by renholding

The number of U.S. listed companies declined by almost half between 1996 and 2012, from 8,090 to 4,102, and had risen only slightly, to 4,336, by year-end 2017. However, the real market valuation of these listed companies tripled over the …

Skadden Discusses Delaware Trends Affecting M&A and Corporate Litigation

By Edward Micheletti, Jenness Parker and Sarah Runnells Martin March 6, 2019 by abirvarma

On February 20, 2019, Skadden held a webinar focused on a number of important developments in Delaware corporate law in 2018 and how such developments might affect M&A litigation in 2019. Specifically, the discussion focused on (i) the increasing importance …

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