NEW: Are M&A Lawyers Really Better Than Other Transactional Lawyers at Contract Drafting? examines use and speed of adoption of contract terms and language reflective of case law developments in transactional documents in different types of transactions.
Sidley discusses recent increases in unsolicited takeover bids and considerations when defending against hostile takeovers in The Comeback of Hostile Takeovers.
Bloomberg Law discusses results of a 2020 survey regarding division of labor for drafting principal agreements between in-house and external teams in M&A deals — and discomfort with the division expressed by a majority of respondents — in In M&A Contract Drafting, Who Holds the Pen?
Morrison & Foerster discusses the “important but often overlooked workstream” involved in going private transactions in Negotiating the Private Side of Going Private Transactions.
Gibson Dunn discusses potential benefits of stock-for-stock merger structures that may address challenges that have arisen as a consequence of the coronavirus pandemic such as unavailability of financing and reluctance of lenders to finance transactions involving certain business sectors in Stock-for-Stock Mergers During the Coronavirus (COVID-19) Crisis – A Potential Strategic Solution.
Wyrick Robbins discusses key provisions that are typically negotiated in a definitive merger agreement in connection with Louis Vuitton’s disputed agreement to acquire Tiffany & Co. in Structuring M&A Agreements – Five Lessons from the Tiffany & Co. v. LVMH Affair.
Boston College’s Professor Brian JM Quinn provides links to what he describes as a collection of “Rick Climan and Keith Flaum really useful cartoons. . . . These cartoons are really helpful, especially for junior associates looking to master the merger agreement. And, they’re entertaining in an M&A geek kind of way” in Prejudiced in the extreme . . .
Norton Rose Fulbright discusses recent survey results reflecting significant anticipated M&A activity, and the increasing importance of rigorous due diligence to mitigate business risk due to effects of the coronavirus pandemic in (Re) Starting-Up: Corporate records are the key to M&A in the age of COVID-19.
Sheppard Mullin discusses transactional practices in mergers and acquisitions relevant to conditions caused by the coronavirus pandemic in The Impact of COVID-19 on M&A Transactions — Part I: Due Diligence and Operational Issues and The Impact of COVID-19 on M&A Transactions — Part II: Deal Terms.
Deloitte discusses the results of a Q2 2020 survey of CFOs indicating expected acquisitions of businesses or distressed assets in the next year in In the coming economy, M&A strategies emerging as a big deal.
Davies Ward Phillips & Vineberg discusses Canadian public M&A activity from 2012-2019, assessing the impact of May 2016 changes to Canadian securities regulations governing takeover bids that increased the power of target boards in The Hostile Bid Is Dead. Long Live the Hostile Bid?
Reuters reports that M&A activity dropped to the lowest level in a decade, but cite accounts that activity may be gradually increasing in Coronavirus strikes down global M&A as companies keep their distance.
Freshfields discusses the potential long-term impact of the coronavirus pandemic on mergers and acquisitions in Beyond the pandemic: the future of M&A.
White & Case reports that although coronavirus has caused a sharp decline in M&A activity, its impact on pending transactions is less than expected, citing examples of consensual delays in closing, mutual termination, and purchase price adjustments, as well as examples of buyers attempting to unilaterally delay or terminate transactions in Most pending US M&A deals are proceeding as agreed, despite COVID-19.
Reuters reports that, symptomatic of coronavirus’ economic effects, no merger worth more than $1 billion was announced during the week of April 13, 2020, and year-to-date worldwide merger activity is down 33% from the same period in 2019, but that a majority of business executives surveyed globally, looking beyond current conditions to post-crisis growth opportunities, anticipated an acquisition in the next 12 months, in Coronavirus takes toll on global M&A as $1 billion deals disappear.
Seyfarth Shaw surveys key terms of 100+ private target M&A transactions with a purchase price less than $1 billion in 2019 in its 2020 Middle Market M&A SurveyBook.
DealLawyers.com discusses Xerox’s tender offer for Hewlett-Packard, which is conditioned upon agreement to a merger without stockholder approval, noting that judicial review of such an agreement is likely to be subject to enhanced scrutiny under Delaware law, in Frenemies: Xerox’s Not Particularly Hostile Bid for HP.
McMillan discusses issues of privilege under the law of Canada and other jurisdictions applicable in the context of mergers and acquisitions in “Can I Tell You Something In Confidence?” Legal Privilege In M&A Transactions.
Latham & Watkins summarizes considerations for a non-US acquirer of a public US company in Acquiring a US Public Company: An Overview for the Non-US Acquirer.
Cooley discusses the use of Representation and Warranty insurance in mergers and acquisitions in Representation & Warranty Insurance — Current Market Trends.