AdvisorEsq Podcast Series - Episode 11 - Planning Ahead: Creating a Smooth Transition
OG Talks: Good Energy and Navigating Transactions
PODCAST: Williams Mullen's Trending Now: An IP Podcast - IP and M&A Transactions
What's the Timeline for a Sale Process?
In the recent decision in Re Dropsuite Limited [2025] ATP 10, the Takeovers Panel concluded that a voting intention statement given by a substantial shareholder in the usual form was ‘ambiguous’ as to whether that shareholder...more
The New York State Department of Health (DOH) published on May 15, 2025, the long-awaited electronic Material Transaction Notice Form (the Form), which replaces its prior email submission process with a portal filing for...more
In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more
For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to...more
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business...more
Seyfarth Synopsis: On January 22, 2024, the Federal Trade Commission (FTC) announced that the 2024 threshold for applying the size-of-parties test of the Hart-Scott-Rodino (HSR) Act will increase from $111.4 million to...more
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
Companies pursuing acquisitions that require a filing in the United States under the Hart-Scott-Rodino Act (HSR) may, by year-end, face vastly expanded disclosure requirements necessitating far greater investments in time,...more
New York recently joined a growing number of states enacting legislation that increases oversight of certain healthcare transactions. Article 45-A of the 2024 Executive Budget is titled "Disclosure of Material Transactions"...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger...more
Market Trends: What You Need to Know - Over the past several years: An express right, or obligation, of sellers to update disclosure schedules between signing and closing is becoming less common; instead, more M&A...more
Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
Market Trends: What You Need to Know - Over the past several years, an express right, or obligation, of sellers to update disclosure schedules between signing and closing is becoming less common. Originally Published in...more
The virus that causes COVID-19 has ushered in unprecedented times for our country and our global community. Certainly, the pandemic is impacting the way M&A transactions are looked at, papered, implemented, and even priced....more
Introduction - This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more
The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community....more
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
M&A Monitor focuses on legal issues of interest to M&A practitioners for private and closely held companies, providing explanation, analysis and practical application on timely topics....more
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and...more
The Affordable Care Act’s requirement that group health plans provide summaries of benefits and coverage (“SBCs”) to applicants and enrollees at various times is not new. Nevertheless, because of the steep penalties for...more