In the important 2014 case of Kahn v. M & F Worldwide Corp., the Delaware Supreme Court held that freeze-out mergers, in which a controlling stockholder takes a company private, are subject to Delaware’s heightened “entire fairness” standard of …

In March 2024, the U.S. Department of Justice (“DOJ”) revised its Justice Manual to include a new safe harbor for acquiring companies that self-report criminal conduct by an acquired company identified in due diligence (the “Safe Harbor”).  When the Safe …

On March 5, 2024, the FTC, the DOJ and the U.S. Department of Health and Human Services announced that they are seeking public comment on private equity investment in the healthcare sector. The announcement coincided with the FTC’s workshop, Private …

Artificial intelligence (AI)[1] was the biggest technology news of 2023. AI continues to revolutionize business in big and small ways, ranging from disrupting entire business models to making basic support functions more efficient. Observers have rightly focused on the …

Today [January 24], the Commission considers a lengthy adopting release of nearly 600 pages that extensively describes numerous disclosure, dissemination, forward looking statement, liability, and accounting provisions purportedly designed to advance investor protection and facilitate capital formation for special purpose …

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 …

Key Points

• New merger guidelines reflect the aggressive approach that has defined merger enforcement in the Biden administration, including novel theories of harm.
• Proposed changes to HSR notification will make merger filings more burdensome while providing agencies with more information

In July 2023, the Antitrust Division of the U.S. Department of Justice (the “DoJ”) and the Federal Trade Commission (“FTC”) issued Draft Merger Guidelines (available here) for public comment. As discussed in our prior memorandum to clients (available here…

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 …

The third quarter of 2023 was eventful for both domestic and international cartel enforcers.

In the United States, the Department of Justice (DOJ) continues to revamp policies to sharpen its enforcement efforts. On October 4, 2023, the Deputy Attorney General …