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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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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 …

The Rise of the Mega-Law Firm: Some Reckless Reflections and Prickly Predictions

By John C. Coffee, Jr. September 17, 2019 by renholding

 

This post comes to us from John C. Coffee, Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and the Director of its Center on Corporate Governance. These slides accompanied a lunch address that he …

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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 …

Cleary Gottlieb Discusses DOJ Updates of Guidance on Corporate Compliance Programs

By Jennifer Kennedy Park, Joon H. Kim, Jonathan Kolodner and Lisa Vicens May 9, 2019 by renholding

On April 30, 2019, the Criminal Division of the U.S. Department of Justice (“DOJ” or “the Department”) announced updated guidance for the Criminal Division’s Evaluation of Corporate Compliance Programs (“the Guidance”) in charging and resolving criminal cases.[1] Assistant Attorney …

SEC Commissioner Jackson Comments on Proposed Rule on Financial Disclosures for Mergers and Acquisitions

By Robert J. Jackson, Jr. May 6, 2019 by renholding

Let me begin by thanking the staff in the Division of Corporation Finance, including Division Director Bill Hinman, for their hard work in developing the May 3 release and for helpful briefings throughout this process.

The May 3 proposal governs …

Debevoise Discusses SEC Disclosure Changes for Tech, Media, and Telecom Firms

By Jeffrey P. Cunard, Michael Diz, Jonathan E. Levitsky, Paul M. Rodel and C. Chloe Orlando May 3, 2019 by abirvarma

On March 20, 2019, the SEC announced the adoption of amendments to Regulation S-K intended to modernize and simplify disclosure requirements applicable to SEC reporting companies. Highlighted below are two changes of note for companies in the technology, media and …

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 …

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 …

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 …

Deal Initiation in Mergers and Acquisitions

By Ronald W. Masulis and Serif Aziz Simsir February 12, 2019 by renholding

Contrary to common belief, M&A transactions are not overwhelmingly initiated by acquirers. Target managers frequently put their firms up for sale before receiving any unsolicited bids. In fact, in our sample of U.S. domestic M&A deals completed between 1997 and …

Private Benefits and Corporate Investment and Financing Decisions: The Case of Corporate Philanthropy

By Ronald W. Masulis and Syed Walid Reza January 31, 2019 by renholding

What is the opportunity cost of private benefits of control? Using dollar cost of corporate giving to measure private benefits of control, we show in a recent study that (i) the consumption of private benefits creates a managerial aversion to …

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