Columbia Law School
Sky Blog
The Lowdown on SPACs
In 2020, the number of IPOs by a Special Purpose Acquisition Company (SPAC) set records: A total of 248 SPAC IPOs raised over $75 billion. The boom continues in 2021: Each of January and February has seen over 90 SPAC …
mergers
Stealth Acquisitions and Product Market Competition
In a recent study, we examine whether firms structure their mergers and acquisitions (M&A) to avoid scrutiny from antitrust regulators as well as whether such deals reduce product market competition.
While M&A deals are often triggered to create value, they …
Sullivan & Cromwell Discusses Bill to Strengthen Regulators’ Power to Block Mergers
On February 4, 2021, Senator Amy Klobuchar, chair of the Antitrust Subcommittee of the Senate Judiciary Committee, introduced a bill entitled “The Competition and Antitrust Law Enforcement Reform Act” (the “Bill”). If enacted, the Bill would fundamentally revise longstanding U.S. …
Gibson Dunn Offers 2020 Year-End Securities Litigation Update
Notwithstanding the ongoing spread of COVID-19 and unprecedented changes in daily life and the economy, the second half of 2020 marched on to the steady drumbeat of securities-related lawsuits we have observed in recent years, including securities class and stockholder …
Skadden Discusses “The Year of the SPAC”
Transactions by special purpose acquisition companies, or SPACs, exploded in 2020, resulting in a 320% increase in the number of SPAC initial public offerings (IPOs) compared to 2019. SPACs have been around for 15 years and now are established as …
Wachtell Lipton Discusses M&A Activity in 2020 and Expectations for 2021
Deal activity (or inactivity) for much of 2020 was driven first by the unprecedented uncertainty and massive global shutdown of the early days of the Covid-19 pandemic, and then propelled by rising markets and confidence as animal spirits anticipated the …
Ropes & Gray Discusses UK’s National Security and Investment Bill
In November, the UK Government announced a significant and wide-ranging package of reforms that, if adopted, will both recalibrate and expand its existing powers to assess and intervene in mergers and acquisitions on the grounds of national security.
The proposed …
Contract Design, Default Rules, and Delaware Corporate Law
Incomplete contract theory recognizes that parties have neither the interest, nor the time, nor the ability to anticipate and address every contingency in contracts. The more complex and time-sensitive the transaction, the more practical constraints force lawyers to limit the …
Are M&A Lawyers Really Better Than Other Transactional Lawyers at Contract Drafting?
Simpson Thacher Discusses UK Bill to Reform Review Process for Foreign Direct Investment
On November 11, 2020, the Parliament of the United Kingdom (“U.K.”) introduced the National Security and Investment Bill of 2020 (the “NSI Bill”) to modernize the U.K.’s foreign direct investment (“FDI”) screening process and strengthen its ability to investigate and …
Morrison & Foerster Discusses the Private Side of Going Private Transactions
In this article, we follow up on our overview of going private transactions (available here) by focusing on an important but often overlooked workstream in these deals. Companies are frequently privatized by a group of significant shareholders, outside investors …
Gibson Dunn Discusses Stock-for-Stock Mergers During the Coronavirus Crisis
The widespread economic uncertainty caused by COVID-19 poses distinct challenges for buyers and sellers seeking to identify M&A opportunities, as companies evaluate the impact of the pandemic on their businesses to date, and seek to predict its future impact. Continued …
Paul Hastings Discusses Internal Document Review in M&A and the Amazon/Deliveroo Case
In recent years, there has been a proliferation of merger control rules throughout the world as well as policy changes in the field. As shown by Amazon’s experience in its recent 16% minority shareholding acquisition of the online restaurant delivery …
Paul Weiss Discusses the Effect Of DOJ’s New Merger Remedy Guidance on Private Equity Purchasers
On September 3, the Antitrust Division of the U.S. Department of Justice (DOJ) announced that it is publishing a Merger Remedies Manual. Significantly, the new manual recognizes that “in some cases a private equity purchaser may be [a] preferred” …
M&A Breakups: The Trends and Reasons Behind Corporate Divorces
Though mergers and acquisitions bring companies together in expensive and thoroughly documented transactions, many end eventually in ruptured unions. In a recent study of 1,365 mergers and acquisitions by S&P 500 firms between 1983 and 2010, we found that 46 …
Davis Polk Discusses DOJ’s Updated Merger Remedies Manual
On September 3, 2020, the U.S. Department of Justice released its updated Merger Remedies Manual (the “Manual”). The Manual emphasizes the DOJ’s strong preference for “structural” remedies (i.e., divestitures) over “behavioral” or “conduct” remedies to address potential competitive harms that …
The Cost of Uncertainty About Material Adverse Changes
Material adverse change/effect (“MAC”) clauses have evolved into important risk-allocation mechanisms that are commonly included in high-profile mergers and acquisitions (“M&A”) and financing deals. They typically allow lenders or buyers to either terminate an agreement without cost or penalty or …
Pre-Public M&A Negotiations: How Does Bidding Competition Affect Deal Outcomes?
Ample research has focused on bidding behavior and competition dynamics in mergers and acquisitions and how they affect takeover premiums, deal completion rates, and other economic outcomes (e.g., Aktas, de Bodt, and Roll (2010), Boone and Mulherin (2007, 2008), Jennings …
Skadden Discusses FTC and DOJ Enforcement of M&A Divestiture Orders
Recent enforcement actions by the Federal Trade Commission (FTC or Commission) and the Department of Justice (DOJ) demonstrate the agencies’ continued close scrutiny of merging parties’ compliance with divestiture orders. Last month, the FTC required Alimentation Couche-Tard Inc. (ACT), a …
The Impact of the JOBS Act on M&A
The Jumpstart Our Business Startups (JOBS) Act, enacted in April 2012, was designed to make it cheaper for emerging growth companies (EGCs) to access capital and, by weakening disclosure requirements, easier for them to conduct initial public offerings (IPOs). Its …