News & Analysis as of

Mergers Consent

Fox Rothschild LLP

FTC Restricts Omnicom-IPG Merger to Prevent Viewpoint-Based Ad Bias

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The Federal Trade Commission approved Omnicom Group Inc.’s approximately $13.5 billion acquisition of The Interpublic Group of Companies, Inc. (IPG) but with strict conditions designed to prevent anticompetitive coordination...more

Epstein Becker & Green

FTC Challenges Merger Based on Potential Coordinated Effects Theory, Accepts Conduct Remedy

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A recent enforcement action by the Federal Trade Commission (FTC) is particularly noteworthy because of the theory of potential harm and the accepted remedy....more

Parker Poe Adams & Bernstein LLP

New FTC Consent Order Against Health Care-Focused Private Equity Firm Has Antitrust Implications

Last week, the Federal Trade Commission (FTC) approved a final consent order with a private equity firm focused on health care and technology to resolve allegations of anticompetitive practices in two anesthesiology markets...more

McDermott Will & Emery

SB 1998 Would Add Consent Requirement for PE, Hedge Fund Healthcare Transactions in Illinois

On February 6, 2025, the Illinois state legislature introduced Senate Bill (SB) 1998, aiming to implement an additional layer of scrutiny to covered transactions that are financed by private equity groups or hedge funds. The...more

BCLP

Navigating Consumer Opt-Outs in Corporate Transactions: Insights on California’s AB 1824

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On September 29, 2024, California Governor Gavin Newsom signed AB 1824  into law, amending the California Consumer Privacy Act (CCPA) to require entities involved in corporate transactions, such as mergers and acquisitions,...more

McDermott Will & Emery

California AB 3129 Targets the Health Facility Transactions Approval Process

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On February 16, 2024, Assemblymember Jim Wood introduced Assembly Bill (AB) 3129, which targets healthcare consolidation involving private equity groups and hedge funds. The bill, if enacted, would require private equity...more

McDermott Will & Emery

New York Proposes Regulatory Review of Physician Practice Transactions

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On February 1, 2023, New York Governor Kathy Hochul announced the FY 2024 New York State Executive Budget, which included a proposal for the New York Department of Health (the Department) to review and approve material...more

Kaufman & Canoles

SBA Guidance for PPP Loans in M&A

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Businesses contemplating a merger, acquisition, or sale of assets have been working with lenders to determine what, if any, consents may be required regarding a Paycheck Protection Program (PPP) Loan. In the absence of U.S....more

Hinshaw & Culbertson LLP

PPP Loans and M&A Transactions: Considerations for Lenders and Buyers

Paycheck Protection Plan (PPP) loans are Small Business Administration (SBA) Section 7(a) loans. Consequently, they are subject to the same regulatory guidelines that generally apply to Section 7(a) loans....more

Akin Gump Strauss Hauer & Feld LLP

Tapping Your Credit Line: Is it Reasonable?

The recently announced dispute between BorgWarner Inc. and Delphi Technologies PLC relating to BorgWarner’s planned acquisition of Delphi may turn into one of the first cases of a contested mergers and acquisitions (M&A)...more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more

Nutter McClennen & Fish LLP

M&A 101: Basic Considerations in Transaction Negotiations

Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...more

BCLP

California and European Privacy FAQs: Can a company share information about its employees as part of due diligence with a...

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The California Consumer Privacy Act ("CCPA") was enacted in early 2018 as a political compromise to stave off a poorly drafted, and plaintiff’s friendly ballot initiative. Although the CCPA is scheduled to go into force in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

Womble Bond Dickinson

Pride Goeth Before the Fall: DirecTV Effort to Leverage Wireless Market Leads Following AT&T Merger Leads to Unshakable TCPA Class...

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Business lines are always looking to expand their pool of leads through cross-marketing efforts, especially following a corporate merger. But as a new decision out of the Northern District of California proves, it is...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Law Amendments Would Facilitate Blockchain Maintenance of Corporate Records, Among Other Changes"

On March 27, 2017, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that had been proposed by the DSBA Corporation Law...more

Morris James LLP

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

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This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

PilieroMazza PLLC

Creativity and Controlled Risk: A Recipe for a Successful M&A Transaction

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One prevailing theme in merger and/or acquisition (M&A) transactions is risk allocation. How much risk is either the buyer or seller willing to assume? And, separately, what level of risk must either party assume in order to...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Bulk Transfers of Accounts in Broker-Dealer M&A: Regulatory Developments"

The volume of acquisitions involving broker-dealer firms continues to increase as the industry experiences further consolidation and realignment. In 2015, the Financial Industry Regulatory Authority (FINRA) proposed a rule...more

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