Sky Blog
In a recent decision that financial advisors should take note of, the Delaware Court of Chancery declined to dismiss a claim that a financial advisor aided and abetted breaches of fiduciary duty by the board of directors of a special …
Artificial intelligence (AI) is increasingly being integrated into mergers and acquisitions (M&A), supporting negotiations, determining the value of the target, drafting relevant contracts – and, most important, helping perform due diligence. Yet, its role in this context raises questions about …
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In a year marked by not-insignificant change — geopolitical, economic, technological, regulatory and market — 2025 has been a year of much increased M&A activity, in the United States and around the world. M&A deal volume in the United States …
In the market for corporate control, regulation has long been viewed as a tax on activity, a hurdle to overcome, or a cost to be priced in. The conventional wisdom is straightforward: More regulation equals less activity. However, in a …
How do early‐stage documents – term sheets, letters of intent (LOIs), and memoranda of understanding (MOUs) – shape the path to a definitive merger agreement? Despite their ubiquity, we still know surprisingly little empirically about how these instruments structure negotiations, …
Despite decades of research on M&A outcomes, a puzzling question persists: Why do acquiring firms receive, on average, almost no cumulative abnormal returns around deal announcements (i.e., Betton, Eckbo, and Thorburn, 2008; Moeller, Schlingemann, and Stulz, 2004)? Numerous studies have …
On June 16, 2025, the Department of Justice’s National Security Division (“NSD”) and the U.S. Attorney’s Office for the Southern District of Texas announced a landmark declination to prosecute private equity firm White Deer Management LLC following its voluntary self-disclosure …
The Federal Trade Commission and the DOJ’s Antitrust Division recently announced two settlement agreements, signaling that this Administration is willing to resolve merger competition concerns — in appropriate cases — through negotiated divestiture remedies. These actions herald a return to …
The state of Washington became the first to enact a broad premerger notification law covering transactions across all industries. The law, S.B. 5122,[1] was enacted on April 4, 2025, and goes into effect July 27, 2025. S.B. 5122, modeled …
On January 7, 2025, XCL Resources Holdings, LLC (“XCL”), XCL subsidiary Verdun Oil Company II, LLC (“Verdun”), and EP Energy LLC (“EP,” and with XCL and Verdun, the “Defendants”) agreed to a record-setting civil penalty of $5,684,377 (and related behavioral …
After a relative low in global M&A in 2023, the past year witnessed a moderate uptick as the pandemic receded further into the rear-view mirror, the U.S. economy stabilized, inflation declined (albeit with some renewed concern toward the end of
With the change of administrations in January 2025, antitrust enforcement priorities are likely to shift next year. We expect the Antitrust Division of the Department of Justice (DOJ) and Federal Trade Commission (FTC) in the Trump Administration to continue to …
The announcement by Denver-based FirstSun Capital Bancorp and Seattle-based HomeStreet, Inc. on October 29 that the Federal Reserve and the Texas Department of Banking had asked them to withdraw their applications for approval of their pending merger illustrates the potential …
Evidence of a rise in corporate market power has drawn the attention of U.S. policymakers, prompting antitrust regulators to more closely scrutinize mergers and acquisitions (M&A) that consolidate product markets. Such consolidations are believed to be behind the increased market …
Companies acquire or merge with each other for a variety of worthwhile reasons, ranging from managing uncertainty to gaining scale to accessing new resources. They also do it for less desirable reasons, including to gain market and political power, raise …
In BM Brazil & Ors v Sibanye BM Brazil & Anor [2024] EWHC 2566 (Comm), the English Commercial Court decided a buyer was not entitled to rely on a material adverse effect (“MAE”) condition to terminate an M&A transaction, extensively …
The DOJ, FDIC and OCC have revised their bank merger review standards. The new standards are a major shift for bank M&A and will require a careful, detailed analysis to evaluate the viability of any proposed transaction.
The Federal Deposit …
Vice Chancellor J. Travis Laster dismissed claims two weeks ago against a controller in Clement v. Apollo Global Management, LLC. Plaintiff alleged that a merger was unfair because the controller allegedly extracted “unique benefits” in the merger. The court …