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Today's Popular Updates › Merger Agreements

A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous... more +
A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous thirty days. less -
Troutman Pepper Locke

M&A and Global Compliance Lessons From OFAC’s Settlement With Key Holding

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On July 2, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) reached a settlement with Key Holding, LLC (Key Holding) concerning its non-U.S. subsidiary’s violations of the Cuban Assets...more

Jones Day

Landmark European Commission Cartel Fines on No-poaching Agreements and Minority Shareholdings

Jones Day on

European Commission ("EC") issues its first fining decision for a no-poach agreement, and also sanctions for the first time the exchange of sensitive information between a company and its competing, non-controlling minority...more

Troutman Pepper Locke

What Does the New Administration's First Antitrust Merger Settlement Tell Us?

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The Federal Trade Commission (FTC) has agreed to accept the new administration's first settlement of a merger-enforcement challenge. The settlement includes the divestiture of three businesses and will allow Synopsys, Inc. to...more

Mayer Brown

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

Mayer Brown on

On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more

Dacheng

China Monthly Antitrust Update: May 2025

Dacheng on

This monthly report outlines key developments in China’s antitrust sector for May. The following events merit special attention...more

Wilson Sonsini Goodrich & Rosati

Seeing Double: Kroger/Albertsons Merger Blocked by Federal and State Courts

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In parallel, same-day rulings, a federal and state court blocked The Kroger Company’s $24.6 billion proposed acquisition of the Albertsons Companies, Inc., relying on traditional antitrust analysis and evidence of...more

DarrowEverett LLP

How New Delaware Amendments Impact Stockholder, Merger Agreements

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Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more

Cooley LLP

Diving Into Delaware’s Enforcement of Specific Performance in M&A Transactions

Cooley LLP on

Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Use of Knowledge Qualifiers

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In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more

Goulston & Storrs PC

What's Market: Target Legal Opinions

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In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

Cadwalader, Wickersham & Taft LLP on

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Sheppard Mullin Richter & Hampton LLP

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

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On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

Troutman Pepper Locke

FTC and a Coalition of Nine AGs Sue to Block Kroger’s Proposed $24.6B Acquisition of Albertsons

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The Federal Trade Commission (FTC) and a coalition of nine state attorneys general (AG) filed a lawsuit on February 26, in the U.S. District Court for the District of Oregon seeking a preliminary injunction to stall Kroger...more

Mayer Brown

Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

Mayer Brown on

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth...more

Jones Day

Second Circuit Adopts "Transfer-by-Transfer" Approach to Bankruptcy Code's Safe Harbor for Securities Contracts Payments

Jones Day on

The scope of the Bankruptcy Code's "safe harbor" shielding certain securities, commodity, or forward-contract payments from avoidance as fraudulent transfers has long been a magnet for controversy, particularly after the U.S....more

Mayer Brown

Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk...

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The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As...more

Robinson+Cole Data Privacy + Security Insider

State Consumer Privacy Laws in M&A Deals: What to Know

Robinson+Cole Data Privacy + Security Insider on

Data privacy and cybersecurity risks are critical components of M&A transactions due to the potential exposure for legal liability for non-compliance, as well as the financial and reputational harm and the material impact...more

The Volkov Law Group

TD Bank Eats $225 Million Termination Fee After AML Failures Doom Merger

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How much is an effective Anti-Money Laundering (“AML”) Compliance Program Worth? For Toronto-Dominion Bank (“TD”), the answer is at least $225 million––the amount that TD must now pay to First Horizon Bank, after backing...more

Farrell Fritz, P.C.

“So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean Hands

Farrell Fritz, P.C. on

Elon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement to acquire Twitter for $44 billion.  Each termination letter cites alleged false representations...more

Mayer Brown Free Writings + Perspectives

Fintech Financing Trends

Mayer Brown Free Writings + Perspectives on

Globally, the total volume of fintech deal activity, which includes financings by private companies, IPOs, and M&A activity, has declined for three consecutive quarters.  Activity in the second quarter of 2022 was down 67%...more

Hogan Lovells

Q1 2022 Quarterly Corporate / M&A decisions updates

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Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

Akin Gump Strauss Hauer & Feld LLP

Recent M&A Developments: What Can Boards of Directors Expect in 2022?

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Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...more

Hogan Lovells

This time's for real: German government prohibits acquisition of a tech company by a Chinese acquirer

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Foreign investment control has become a key factor in M&A deals and 2020 has been an eventful year. A large number of economies have introduced foreign investment control regimes or tightened their existing rules....more

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