Sky Blog
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 …
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 …
Over the last 25 years, the number of publicly traded firms in the U.S. has decreased by approximately half, primarily because of delistings that result from mergers and acquisitions. Does this trend have potential consequences for the capital markets? In …
Initial public offerings (IPOs) play a vital role in facilitating capital formation and wealth distribution within an economy. The decline and low number of U.S. IPOs over the past 25 years have raised concerns among entrepreneurs, investors, and policymakers. The …
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 …
Thank you for inviting me to talk with you today – this is an important audience for the Department of Justice because your voice – and your work – to promote a culture of compliance across your companies is more
The Antitrust Division of the U.S. Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released a draft overhaul of their merger guidelines. The merger guidelines are intended to describe how the agencies evaluate mergers and reach decisions on …
In a new paper, we examine the extent to which cross-border M&A is influenced by tax avoidance motives and quantify the resulting tax savings.
Firms employ tax avoidance strategies like profit shifting or the relocation of their tax residence to …
On June 27, 2023, the Federal Trade Commission (FTC) issued a Notice of Proposed Rulemaking (NPRM) to amend the Hart-Scott-Rodino Act (HSR) Form and Instructions.1 According to FTC Chair Lina Khan’s accompanying statement, the NPRM is the result of …
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] …
On March 27, 2023, the U.S. Department of Justice and U.S. Federal Trade Commission (together, the “Agencies”) hosted international and state antitrust enforcers for panel discussions on current and emerging enforcement trends.Agency leaders Assistant Attorney General (“AAG”) Jonathan Kanter and …
Although the number of securities lawsuits filed this year remained steady compared to 2021, we have seen many notable developments in securities law. This year-end update provides an overview of the major developments in federal and state securities litigation since …
Private equity sponsors compete ferociously for acquisition targets, with one of their principal tools being the speed with which they can move. A recent decision of the Delaware Court of Chancery (In Re Mindbody, Inc., S’Holder Litig., C.A. …
Plaintiff stockholder litigation against announced M&A deals continues to be a common feature of the U.S. M&A landscape, despite the prevalence of forum selection bylaws, the demise of disclosure only settlements and general skepticism by the Delaware courts. Over the …
Seeking “strategic alternatives” is a euphemism for a company trying to sell itself, which typically results in an acquisition premium for shareholders, and many announcements of strategic alternatives explicitly state that the goal is maximizing shareholder value. Upon a company’s …