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divestiture

Should Companies Announce Reviews of Strategic Alternatives?

By Jenny Zha Giedt May 13, 2024 by renholding

A company’s announcement that it is undertaking a “review of strategic alternatives” is Wall Street code for exploring a potential sale or merger. Though no transaction may occur, the announcement signals that the company is due for a shake up, …

Paul Weiss Discusses FTC Divestiture Order in Vertical Merger Case

By Andrew Finch, Mark Laramie, Josh Soven, Aidan Synnott and Brette Tannenbaum April 18, 2023 by renholding

In a lengthy opinion made public two weeks ago, the FTC, by a vote of 4-0, determined that Illumina’s acquisition of GRAIL may substantially lessen competition in a market for the “research, development, and commercialization of MCED [multi-cancer early detection] …

Cleary Gottlieb Discusses Change Healthcare Decision’s Implications for PE Sponsors

By David Gelfand, Dan Culley and Paul Imperatore October 17, 2022 by renholding

Biden-appointed antitrust officials have asserted, unfairly in our view, that private equity firms deserve heightened scrutiny when they engage in corporate transactions.  For example, the head of the DOJ’s Antitrust Division said in an interview with The Financial Times earlier …

Skadden Discusses Boards, M&A, and Regulatory Risk

By Brandon Van Dyke, Clifford H. Aronson, David P. Wales, Frederic Depoortere and Kyle J. Hatton October 4, 2022 by renholding

Boards are regularly called upon to guide management teams in answering the age-old strategic question: build or buy? But the already complex business calculus has become increasingly complicated in the past several years because of stepped up scrutiny of mergers …

M&A Breakups: The Trends and Reasons Behind Corporate Divorces

By Henrik Cronqvist and Désirée-Jessica Pély September 10, 2020 by renholding

Though mergers and acquisitions bring companies together in expensive and thoroughly documented transactions, many end eventually in ruptured unions. In a recent study of 1,365 mergers and acquisitions by S&P 500 firms between 1983 and 2010, we found that 46 …

Skadden Discusses FTC and DOJ Enforcement of M&A Divestiture Orders

By Maria Raptis, David P. Wales and Ryan J. Travers August 26, 2020 by renholding

Recent enforcement actions by the Federal Trade Commission (FTC or Commission) and the Department of Justice (DOJ) demonstrate the agencies’ continued close scrutiny of merging parties’ compliance with divestiture orders. Last month, the FTC required Alimentation Couche-Tard Inc. (ACT), a …

Activism Pressure and the Market for Corporate Assets

By Ulrich Hege and Yifei Zhang January 23, 2019 by renholding

The rise of shareholder activism, and its recent international expansion, have led researchers to look at many aspects of hedge fund activism. Academic papers have almost exclusively focused on the effects on firms targeted in activist campaigns. But the intense …

Hedge Fund Activism Is About More Than Making a Quick Buck

By Jie (Michael) Guo, Vinay Utham and George Jiaguo Wang January 15, 2019 by renholding

Debate continues to rage among politicians, professors, senior lawyers, and members of the media over the regulation of hedge fund activism. The primary criticism is that, in the absence of merger and acquisition activity, such activism does not create value …

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Davis Polk Discusses Largest U.S. Antitrust Divestiture in Bayer-Monsanto Deal

By Arthur J. Burke, Ronan P. Harty, Jon Leibowitz, Howard Shelanski and Jesse Solomon June 13, 2018 by renholding

On May 29, 2018, the Department of Justice announced the largest-ever antitrust divestiture in the U.S. in connection with Bayer’s takeover of Monsanto.  In addition to being newsworthy in light of its sheer size (at approximately $9 billion), the remedy …

Arnold & Porter Kaye Scholer Discusses FTC Merger Remedy Study

By Michael Bernstein, Peter Levitas and Matthew Tabas February 16, 2017 by renholding

On February 3, 2017, the U.S. Federal Trade Commission (FTC or Commission) released the findings of its “Merger Remedy Study” (the FTC Study) which examined the effectiveness of Commission-required remedies in transactions from 2006 to 2012.[1] The FTC Study—its …

Gibson Dunn discusses Reverse Morris Trusts Revisited

By Eduardo Gallardo and Hatef Behnia June 28, 2016 by ilyabeylin

Over the last twelve months, over fifty US publicly traded companies with a market capitalization of over $1 billion have announced plans to spin-off lines of business into independent companies.  During that period, companies such as Starwood Hotels, ConAgra Foods, …

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