Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this list of considerations for Delaware-incorporated companies is whether to reincorporate in a different state, with Nevada and Texas emerging as the […]| Cooley M&A
March 2025 marked the fifth anniversary of the Committee on Foreign Investment in the United States (CFIUS) initiative to “formalize and centralize” within the Department of the Treasury an enforcement function to identify and investigate “non-notified” transactions (i.e., cross-border acquisition and investment transactions that may have been subject to CFIUS jurisdiction but not formally “notified” […]| Cooley M&A
The UK’s Competition and Markets Authority (CMA) is taking significant steps to update its approach to merger control following both the coming into force of the Digital Markets, Competition and Consumers (DMCC) Act on 1 January 2025 and the most recent strategic steer from the UK government. While the DMCC Act expanded the CMA’s merger […]| Cooley M&A
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. To see a summary of the CDIs, please see the full blog post published on Cooley PubCo.| Cooley M&A
In the past year, the UK Office of Financial Sanctions Implementation (OFSI) actively has focused on sanctions enforcement efforts, particularly with respect to Russia-related measures (Russia sanctions), including by increasing spending for enforcement resources and collaborating with international allies. To learn more about recent trends and expectations with respect to OFSI’s enforcement priorities, please see […]| Cooley M&A
As discussed on the Cooley PubCo blog earlier this month, there has been a lot of chatter and speculation recently about companies changing their states of incorporation from Delaware to other states. In an interview with Business Insider, the new Governor of Delaware acknowledged that the state remained a “‘competitive environment’” and that “his state needed to take […]| Cooley M&A
Your essential recap is here Private equity in 2024 was marked by evolving deal dynamics, strategic shifts and heightened regulatory scrutiny. Which significant developments made the biggest waves? Find out with Cooley’s 2024 Private Equity Year in Review, where we take a closer look at the influential trends impacting the investment landscape. Download the report › What’s covered […]| Cooley M&A
In the US, the election of Donald Trump for a second term has significant implications for antitrust enforcement at the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC). New leadership is expected to implement an agenda that hews more closely to traditional antitrust norms but will be an aggressive […]| Cooley M&A
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to reincorporate in Nevada was subject to business judgment review because no existing or threatened litigation was alleged. On February 4, 2025, the Delaware […]| Cooley M&A
There’s nothing people love more than a good comeback story. After a rough 2023, tech M&A in 2024 was slow to start but ended the year strong, with deal values up 32% from 2023, well outpacing the overall M&A market’s 10% growth in 2024. Over the course of the year, many of the headwinds that […]| Cooley M&A
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in full swing, let’s take a fresh look at the landscape. Setting the stage: 2024 […]| Cooley M&A
The Hart-Scott-Rodino (HSR) Act thresholds, which determine whether mergers and acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC), will increase by nearly 6% in February 2025. The key minimum “size-of-transaction” threshold will increase from $119.5 million to $126.4 million. These annual adjustments, announced by the FTC on […]| Cooley M&A
With every new year comes reflection and resolutions. But as we go to press well into January, it is worth a reminder that studies show nearly 90% of New Year’s resolutions will have already failed by the end of the month. Fortunately, for those with the ever common resolution to slim down, the life sciences […]| Cooley M&A
As the new European Commission (EC) assumes office for the 2024 – 2029 term, in-house legal counsel across industries must brace for an evolving regulatory environment that promises to influence the landscape of mergers and acquisitions (M&A). With significant shifts in priorities – from sustainability to strategic autonomy – and a new College of Commissioners, […]| Cooley M&A
There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery rulings on earnout disputes demonstrate that the contractual post-closing obligations of the buyer (along […]| Cooley M&A
On October 10, 2024, the Federal Trade Commission (FTC) announced a unanimous 5-0 vote to finalize changes to the Hart-Scott-Rodino (HSR) premerger notification program, including changes to the HSR form and associated instructions, with the Department of Justice (DOJ) concurring with the final rule. Under the HSR Act, parties to transactions are required to notify the FTC […]| Cooley M&A
On the heels of releasing its 2023 Annual Report to Congress, the Committee on Foreign Investment in the United States (CFIUS) publicly announced six new penalties on parties that failed to comply with CFIUS requirements in connection with cross-border transactions. The penalties range from $100,000 to a staggering $60 million fine for T-Mobile’s alleged violation of the terms of […]| Cooley M&A
The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection with its proposed acquisition of ASM Global. The proposed final judgment requires Legends, a global venue services company providing food and beverage services in stadiums and […]| Cooley M&A
Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of eq…| Cooley M&A
On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides gui…| Cooley M&A
