M&A

The New Normal In Acquisition Finance Commitments 

Willkie Farr & Gallagher
From Law360
September 2010

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Delaware Court of Chancery Upholds Rights Plan Adopted in Response to Open Market Stock Accumulation Program [Yucaipa American Alliance Fund II, L.P. v. Riggio]

Milbank
September 7, 2010

Please see our Hot Topics for more on the Barnes & Noble poison pill.

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Timetables for the Performance of Tender Offers in France (Updated August 2010)

Fried Frank
August 31, 2010


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Internal Revenue Service Addresses Questions Related to NOL Carryback Provisions

Paul Hastings
August 30, 2010

Please see our Hot Topics for more on using NOLs.

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FASB's Reproposed Amendment on Loss Contingencies Still Raises Significant Concerns

Wilson Sonsini
August 27, 2010

Please see our Hot Topics for more on this subject.

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New York's Highest Court to Decide Limits on Solicitation of Former Clients by Business Seller [Bessemer Trust Co., N.A. v. Branin]

Jackson Lewis
August 26, 2010

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New Merger Guidelines Underscore Importance of Internal Planning Documents

McDermott Will & Emery
August 26, 2010

Please see our Hot Topics for more on this subject.

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Intellectual Property Issues in Mergers and Acquisitions Deals

Morgan Lewis
August 2010

Also in Japanese.

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Special Distressed Debt Tax Election Affects Future M&A Tax Planning

Ballard Spahr
August 25, 2010

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FTC and DOJ Issue Revised Horizontal Merger Guidelines

Skadden
August 23, 2010

Please see our Hot Topics for more on this subject.

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The FTC Proposes Amendments to the HSR Rules and Notification Form 

Davis Polk
August 24, 2010

Please see our Hot Topics for more on this subject.

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Changes Proposed to US Premerger Notification Requirements

Clifford Chance
August 24, 2010

Please see our Hot Topics for more on this subject.

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DOJ and FTC Issue New Guidelines for Review of Mergers and Acquisitions

Ballard Spahr
August 20, 2010

Please see our Hot Topics for more on this subject.

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Delaware Chancery Court Upholds Barnes & Noble's Rights Plan

Shearman & Sterling
August 19, 2010

Please see our Hot Topics for more on the Barnes & Noble poison pill. 

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Amendments to New York's Power of Attorney Law

Shearman & Sterling
August 19, 2010

Please see our Hot Topics for more on this subject.

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FTC Proposes HSR Changes: Would Require More Documents from All Filers, Extensive New Information from Private Equity Funds, Foreign Manufacturers, and Others

Cleary Gottlieb
August 19, 2010

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FTC Proposes Changes to Hart-Scott-Rodino Notification Rules and Form

McDermott Will & Emery
August 18, 2010

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Using Contingent Consideration to Bridge the Value Gap

Morrison Foerster
August 18, 2010

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Proposed Changes to HSR Act Notification Form Could Substantially Increase Data Gathering Burden

Skadden
August 18, 2010

Please see our Hot Topics for more on this subject. 

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Delaware Court Upholds Barnes & Noble Shareholder Rights Plan

Davis Polk
August 18, 2010

Please see our Hot Topics for more on the Barnes & Noble poison pill. 

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FTC Notices Proposed Changes To HSR Form

Crowell & Moring
August 17, 2010

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New York State Amends 2009 Power of Attorney Statute to Clarify that Disclosure and Execution Requirements Do Not Apply to Most Corporate Transactions

Davis Polk
August 17, 2010

Please see our Hot Topics for more on this subject.

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Regulating control in Russian co‐investment

Herbert Smith
August 17, 2010

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Cross-Border Mergers & Acquisitions: A Study in Convergence and Cross-Fertilization

Sullivan & Cromwell
From Bloomberg Law Reports
August 2010

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FTC Proposes Substantive Changes to the HSR Act Reporting Requirements

Morrison Foerster
August 16, 2010

Please see our Hot Topics for more on this subject. 

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Letters of Intent — Say What You Mean and Mean What You Say

Kirkland & Ellis
August 10, 2010

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Acquisitions Utilizing Tender Offers in Today’s Market 

Fulbright & Jaworski
August 10, 2010

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Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 2 of 4

Haynes and Boone
August 8, 2010

See also Part 1.

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Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 1 of 4

Haynes and Boone
August 3, 2010

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FASB July 20, 2010 Exposure Draft re: Disclosure of Certain Loss Contingencies

Cahill
July 30, 2010

Please see our Hot Topics for more on this subject.

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Delaware Court Provides Guidance to Financial Advisors in Conducting DCF Analyses [Global GT LP v. Golden Telecom, Inc and Maric Capital Master Fund, Ltd v. Plato Learning]

Morrison Foerster
August 2, 2010

Please see our Hot Topics for more on Maric Capital.  

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Buying a Business That Has Deferred Income

Alston + Bird
August 1, 2010

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Market Update: Leveraged Acquisition Financing in 2010

Weil Gotshal
July 29, 2010

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Technip S.A. and Snamprogetti Settlements Highlight the Importance of Due Diligence When Selecting Joint Venture Partners

Debevoise & Plimpton
FCPA Update
July 2010

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Questions & Answers on Takeover Bids in Japan

Clifford Chance
July 8, 2010

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Investment opportunities in India's M&A market

Clifford Chance
July 20, 2010

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Kraft’s Bid for Cadbury – A Bittersweet Tale

Skadden
July 16, 2010

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Shaping Up Your Top-Up Option

Kirkland & Ellis
July 15, 2010

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Know Your Shareholders: The Use of Cash-Settled Equity Derivatives to Hide Corporate Ownership Interests

Cleary Gottlieb
From Director Notes
July 2010

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Recent Cases Remind M&A Participants of When Disclosure of Merger Negotiations Is Required

Morrison Foerster
July 14, 2010

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A Practical Guide To Merger And Acquisition Antitrust Clearance

Kelley Drye
From The Metropolitan Corporate Counsel
July 8, 2010

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Managing and mitigating risk in a growing market for MENA telecoms M&A

Ashurst
July 2010

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Public Takeovers in Germany - How to acquire a publicly listed company in Germany

Mayer Brown
July 7, 2010

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Speed Reading: Top 10 Considerations When Doing M&A Due Diligence

Sullivan & Cromwell
From LexisNexis
June 2010

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M&A Commentary - Practical Implications of CNX Gas on Controlling Shareholder Acquisitions 

Latham & Watkins
June 30, 2010

Please see our Hot Topics for more on In re CNX Gas Corp.  

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In Re Cadbury and In Re Alcon: Forum Non Conveniens Defeats U.S. Shareholder Litigation Arising From Cross-Border Mergers  

Willkie Farr & Gallagher
July 1, 2010

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8 Considerations For Your Next Information Request

Arnold & Porter
From Law360
June 2010

Please see our Hot Topics for more on the revised horizontal merger guidelines.

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Merger Guidelines in Flux Around the Globe?

Skadden
June 22, 2010

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Amendment to German Securities Trading Act Introduced by Federal Ministry of Finance

McDermott Will & Emery
June 21, 2010

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A Word of Caution: Tender Offers and Appraisal Rights

Weil Gotshal
June 2010

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Hot Topics: M&A/Antitrust

FTC & DOJ: Rules & Regulations
FTC Modifies HSR Notification Form
DOJ & FTC Issue Revised Horizontal Merger Guidelines
FTC's HSR Thresholds & Penalties
Antitrust (FTC/DOJ): Changes at the Top
Strategy, Structures & Tax
The Crisis, Hostile Bidders & Takeover Defenses
FASB & Accounting for Loss Contingencies
FTC & DOJ Antitrust Enforcement Actions
U-Haul Settles FTC's Collusion Charges
Hedge Funds Raise Antitrust Concerns With Euro Strategy
KeySpan & Antitrust Disgorgement Remedy  
DOJ Settles HSR "Gun Jumping" Action Against Smithfield Foods/Premium Standard Farms
FTC Charges Intel With Anticompetitive Conduct 
DoJ's Leniency for Antitrust Cooperation Program
AAG Varney Promises To "Step Forward" & Be "Aggressive"
John Malone's Big HSR Penalty 
FTC v CCC Holdings: FTC Wins Rare Merger Preliminary Injunction
FTC Settles with Trade Association NAMM
FTC Challenges Solvay's AndroGel Settlements

Autozone & HSR Compliance

Pharma Reverse Payment Settlements

FTC, Ovation Pharmaceuticals & NeoProfen

Microsemi: Completed, Sub-HSR Threshold Acquisition Challenged by DOJ
Filip Guidelines & Attorney-Client Privilege 
M&A Litigation
Blackstone v ADS: You Get What You Bargain For
Omnicare & Gun-Jumping

Selectica & the Poison Pill
Hexion v Huntsman: Material Adverse Effect

Loral & Interested Party Transactions
Glazer: Liability for Reps & Warranties in Merger Agreement; "Collective Scienter"
Antitrust Litigation
Clayworth v. Pfizer: California Court Rejects "Pass On" Antitrust Defense
American Needle: "Single Entity" NFL Subject to Antitrust Scrutiny
linkLine & 21st Century Application of the "Price Squeeze" Theory
Hydrogen Peroxide: Class Certification & Antitrust
Pressure Mounts on Leegin & Resale Price Agreements  
International
AstraZeneca v. Commission & Abuse of Dominant Position
New EU Insurance Block Exemption
Reading Tea Leaves: Early Judicial Decisions (Baidu, China Mobile, Shanda) Under Chinese AML
EU's New Distribution & Supply Rules (VBER)  
EC Fines Intel for Article 82 Abuse of Dominance 
ECJ Confirms Presumption of Parent Company Liability in AKZO
GlaxoSmithKline & Parallel Trade  
ECJ on Antitrust & Information Exchanges  
Japan Amends Anti-Monopoly Act 
Electrabel: Record EC Fine For Late Merger Notification

MOFCOM Guidance on Merger Notification
MOFCOM's Conditional Approval of Panasonic/Sanyo

China's MOFCOM & InBev/Anheuser Busch Merger
Coca-Cola/Huiyuan Merger Canned Under Chinese AML
AMC/MOFCOM's "Relevant Market" Definition
MOFCOM's January 2009 AML Consultation Drafts
MOFCOM's Conditional Clearance of Mitsubishi Rayon/Lucite Transaction
EU's Pharmaceutical Industry Inquiry
European Commission's Art. 82 & Abuse of Dominance