Sky Blog
On August 26, the Department of Justice announced a proposed settlement to resolve allegations that private equity firm KKR failed to file complete, accurate, and timely premerger filings under the Hart-Scott-Rodino Act in connection with several transactions during 2021 and …
On July 23, 2026, the U.S. Department of Justice Antitrust Division (DOJ) announced that it would revive targeted Second Request investigations and published a revised model timing agreement.[1] Merging parties that agree to DOJ’s timing agreement during a Second …
Earnouts, working-capital adjustments, and similar price-adjustment mechanisms in private deals or public company carveouts routinely assign certain disputes to an independent accountant — a device parties favor for speed, expertise, and finality. But a perennial question drags those efficient dispute …
In M&A, an acquirer must pay an acquisition premium to target shareholders. However, much to academic puzzlement, this universal reality rubs against theory. Two fundamental ideas in modern financial economics are the efficient capital market hypothesis (ECMH) and the capital …
Debates over Big Tech M&A often focus on “killer acquisitions,” where a dominant firm buys a startup in order to eliminate a future rival. A more subtle and, in some ways, more difficult problem is that innovation can lose momentum …
Regulatory clearance is one of the most consequential variables in many M&A transactions. The increasing complexity of many regulatory regimes and M&A transactions, the evolving (and often more aggressive) positions of regulators, and the growing politicization of some approval processes …
In January 2026, the Delaware Supreme Court issued an en banc decision in J&J v. Fortis, a high-profile earnout dispute arising from Johnson & Johnson’s acquisition of Auris Health, involving up to $2.35 billion in contingent payments tied to regulatory …
Over the past decade, many companies have embraced the language and practices of stakeholder governance. Corporate mission statements, sustainability reports, and ESG disclosures frequently highlight commitments to employees, communities, and environmental sustainability. Boards authorize charitable-giving programs, diversity initiatives, and policies …
Prediction markets allow participants to trade contracts on whether or not real-world events will occur. These platforms have grown rapidly, and contracts tied to specific company activity are now actively trading, including contracts on IPOs, mergers and acquisitions, earnings call …
In principle, a potential acquirer may use private information to initiate a deal and offer to pay for the target with temporary overpriced shares. Analogous to insider trading in secondary equity markets, and irrespective of how the deal plays out, …
In late 2025, when Warner Brothers Discovery (WBD) was actively considering sale of the company, Netflix and Paramount emerged as likely purchasers. Knowing that a merger with either itself or Netflix would raise antitrust concerns, Paramount included in its offer …
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 …
Key Points
Summary
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 …