Sky Blog
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 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 …
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. …
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 …
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 …
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…
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 …
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 …
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 …
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 …
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 …
On December 8, 2023, Columbia Law School will hold its 2023 Conference on Mergers & Acquisitions and Corporate Governance. The event is co-sponsored by the school’s Ira M. Millstein Center for Global Markets and Corporate Ownership, the Columbia Law School …
Over the last 25 years, the number of publicly traded firms in the U.S. has decreased by approximately half, primarily because of delistings that result from mergers and acquisitions. Does this trend have potential consequences for the capital markets? In …
Initial public offerings (IPOs) play a vital role in facilitating capital formation and wealth distribution within an economy. The decline and low number of U.S. IPOs over the past 25 years have raised concerns among entrepreneurs, investors, and policymakers. The …
Thank you for inviting me to talk with you today – this is an important audience for the Department of Justice because your voice – and your work – to promote a culture of compliance across your companies is more
Shareholder rights plans – or “poison pills” – have been used for close to 40 years to deter hostile takeovers by threatening the dilution of any (hostile) bidder that exceeds the ownership threshold set in such plans. This dilution upon …
The Antitrust Division of the U.S. Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released a draft overhaul of their merger guidelines. The merger guidelines are intended to describe how the agencies evaluate mergers and reach decisions on …
Activism has fully rebounded from the brief pandemic dip, with the past eighteen months seeing increased activity. As we have previously noted, regardless of industry, size or performance, no company is too large, too popular, too new or too successful …