Delaware M&A Quarterly

Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release

• Apr 07, 2020
• Publications

Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release

Delaware’s governor issued an emergency order permitting Delaware public corporations to re-notice or adjourn annual or special shareholder meetings as virtual-only meetings solely by a filing and a press release.

Delaware M&A Quarterly

• Apr 06, 2020
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2020.

An Update on Merger Review During the COVID-19 Coronavirus Outbreak: Early Terminations to Resume

• Mar 27, 2020
• Publications

An Update on Merger Review During the COVID-19 Coronavirus Outbreak: Early Terminations to Resume

U.S. antitrust agencies are now resuming the practice of granting early terminations of HSR waiting periods in merger reviews. As we discussed in our memorandum last week, the FTC and DOJ temporarily suspended the practice while the…

Proposed Regulations Issued for CFIUS Filing Fees

• Mar 24, 2020
• Publications

Proposed Regulations Issued for CFIUS Filing Fees

On March 4, 2020, the Treasury Department issued proposed regulations implementing the new authority under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”)[1] for the interagency Committee on Foreign Investment…

March 2020 Private Equity Digest

• Mar 23, 2020
• Publications

March 2020 Private Equity Digest

Final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) recently went into effect. FIRRMA (and these new regulations) significantly expand the jurisdiction of the interagency Committee on…

Merger Review During the COVID-19 Coronavirus Outbreak

• Mar 18, 2020
• Publications

Merger Review During the COVID-19 Coronavirus Outbreak

U.S. and E.U. competition agencies have announced temporary changes in their merger review procedures as a result of the COVID-19 pandemic. Significantly, the U.S. antitrust agencies will not grant any requests for early termination.…

The Coronavirus: Certain Considerations for Public Companies

• Mar 17, 2020
• Publications

The Coronavirus: Certain Considerations for Public Companies

As the coronavirus (COVID-19) pandemic continues to slow commerce, most companies face serious challenges in almost all areas of their businesses. The recent turmoil and volatility of public financial markets has resulted in many…

M&A at a Glance (March 2020)

• Mar 16, 2020
• Publications

M&A at a Glance (March 2020)

M&A activity globally and in the U.S. was mixed in February. Overall, the number of deals continued to decline in both the U.S. and the rest of the world, while total deal value showed signs of recovery relative to the low levels…

Business Insights for Navigating the Coronavirus (COVID-19)

• Mar 10, 2020
• Videos

Business Insights for Navigating the Coronavirus (COVID-19)

Litigation partner and former Secretary of Homeland Security Jeh Johnson offers insights for business leaders on responding to the current coronavirus (COVID-19).

Is the Coronavirus a Material Adverse Effect?

• Mar 06, 2020
• Publications

Is the Coronavirus a Material Adverse Effect?

Currently, the impacts of the coronavirus (COVID-19) would not likely trigger the typical MAE termination right. However, this may change depending on the outbreak’s duration, disproportionate industry or company impacts and whether…

SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations

• Mar 04, 2020
• Publications

SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations

As the coronavirus (COVID-19) continues to spread, SEC reporting companies and their boards need to consider the impacts of the outbreak not just from business continuity and risk management perspectives, but also on their public…

Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions

• Mar 04, 2020
• Publications

Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions

The Delaware Court of Chancery recently confirmed in Salladay v.Lev that conditioning a conflicted (but non-controller) transaction upon approval by a fully empowered, disinterested and independent special committee can restore the…

Final CFIUS Regulations Implementing the Foreign Investment Risk Review Modernization Act of 2018 Are Now in Effect

• Feb 27, 2020
• Publications

Final CFIUS Regulations Implementing the Foreign Investment Risk Review Modernization Act of 2018 Are Now in Effect

On February 13, 2020, final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) (which became law on August 13, 2018) went into effect.

M&A Perspectives: Japan - Focus on Activism

• Feb 17, 2020
• Publications

M&A Perspectives: Japan - Focus on Activism

There is no question that activism is gaining traction in Japan. Reports indicate that as of the end of the 2019 proxy season, a record 54 Japanese companies received shareholder proposals for the 2019 annual meetings – a 29% increase …

M&A at a Glance (February 2020)

• Feb 13, 2020
• Publications

M&A at a Glance (February 2020)

2020 got off to a slow start in terms of global M&A activity, which declined across all measures in January.

Steven Williams to Speak at AON’S Transaction Solutions Symposium

• Feb 05, 2020
• Events

Steven Williams to Speak at AON’S Transaction Solutions Symposium

Corporate partner Steven Williams will participate in a panel at AON’s upcoming Transaction Solutions Symposium.

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

• Jan 29, 2020
• Publications

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

The Federal Trade Commission (the “FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the Premerger Notification Rules (the “Rules”), based on …

A Review of 2019 U.S. Private Equity Trends and Expectations for 2020

• Jan 23, 2020
• Publications

A Review of 2019 U.S. Private Equity Trends and Expectations for 2020

In this issue of the Private Equity Digest, we take a look at private equity trends in 2019 and possible developments for 2020.

Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline

• Jan 21, 2020
• Publications

Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline

In BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. (available here), the Delaware Supreme Court held that two publicly traded, closed-end fund trusts advised by BlackRock Advisors, LLC were not required to…

M&A at a Glance - 2019 Year-End Roundup

• Jan 16, 2020
• Publications

M&A at a Glance - 2019 Year-End Roundup

2019 was the strongest year for U.S. M&A activity since 2015, but global M&A activity slowed compared to 2018 levels.

M&A at a Glance (January 2020)

• Jan 15, 2020
• Publications

M&A at a Glance (January 2020)

M&A activity declined across most measures in December 2019.

Delaware M&A Quarterly

• Jan 07, 2020
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2019.

Scott Barshay Featured in WSJ Article on M&A Activity in 2019

• Dec 31, 2019
• Publications

Scott Barshay Featured in WSJ Article on M&A Activity in 2019

Corporate partner Scott Barshay is featured in a Wall Street Journal article spotlighting market commentary by six lawyers and bankers involved in the biggest M&A deals of 2019.

M&A at a Glance (December 2019)

• Dec 16, 2019
• Publications

M&A at a Glance (December 2019)

M&A activity in the U.S. and worldwide was mixed in November. The number of deals continued to fall with a decline of 13.5% in the U.S., to 721, and of 7.7% globally, to 2,710. At the same time, total deal value rose by 48.3% in…

Paul, Weiss Announces Election of Seven New Partners

• Dec 06, 2019
• Firm News

Paul, Weiss Announces Election of Seven New Partners

Jonathan Ashtor, Rachael Coffey, Alexia Korberg, Caith Kushner, Kyle Seifried, Brette Tannenbaum and Austin Witt have been elected to the partnership, effective Jan. 1, 2020.

M&A at a Glance (November 2019)

• Nov 15, 2019
• Publications

M&A at a Glance (November 2019)

M&A activity in the U.S. and worldwide was mixed in October. The number of deals continued to fall with a decline of 11.2% in the U.S., to 744, and of 8.1% globally, to 2,708. At the same time, total deal value rose by 37.5% in…

Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight

• Nov 13, 2019
• Publications

Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight

Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”

Paul, Weiss Expands M&A Practice With Hire of Laura Turano

• Oct 21, 2019
• Firm News

Paul, Weiss Expands M&A Practice With Hire of Laura Turano

M&A lawyer Laura Turano has joined the firm as a partner in the Corporate Department.

M&A at a Glance (October 2019)

• Oct 15, 2019
• Publications

M&A at a Glance (October 2019)

M&A activity in the U.S. and worldwide declined against many indicators in September, confirming numerous recent reports that dealmaking has taken a downturn.

CFIUS Issues Proposed Regulations for Implementation of the Foreign Investment Risk Review Modernization Act of 2018 – Expanded Jurisdiction and New Mandatory Filings

• Oct 03, 2019
• Publications

CFIUS Issues Proposed Regulations for Implementation of the Foreign Investment Risk Review Modernization Act of 2018 – Expanded Jurisdiction and New Mandatory Filings

On September 17, 2019, the Treasury Department released two sets of proposed regulations designed to implement the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) (which became law on August 13, 2018), along with a …

Delaware M&A Quarterly

• Oct 03, 2019
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2019.

September 2019 Private Equity Digest

• Sep 23, 2019
• Publications

September 2019 Private Equity Digest

Covenant-lite loans have surged in the last couple of years. In 2018, cov-lite loan volume in the US reached $911 billion, an approximate 26% increase over 2017, and accounting for 85% of leveraged loans in the U.S., the highest…

M&A at a Glance (September 2019)

• Sep 16, 2019
• Publications

M&A at a Glance (September 2019)

M&A activity in the U.S. and worldwide weakened in August across almost all indicators.

Senior DOJ Antitrust Official Rejoins Paul, Weiss

• Sep 09, 2019
• Firm News

Senior DOJ Antitrust Official Rejoins Paul, Weiss

Andrew Finch has returned to the firm as Co-Chair of the Antitrust Practice Group.

M&A at a Glance (August 2019)

• Aug 15, 2019
• Publications

M&A at a Glance (August 2019)

M&A activity in the U.S. and globally generally weakened in July. The only bright spots were an increase in the number of deals globally, by 6.9%, to 2,893 deals and an increase in certain sponsor-related and crossborder activity.

Delaware Court of Chancery Bases Appraisal Value on Unaffected Market Price

• Jul 25, 2019
• Publications

Delaware Court of Chancery Bases Appraisal Value on Unaffected Market Price

Recently in In re: Appraisal of Jarden Corporation, the Delaware Court of Chancery appraised the fair value of Jarden Corporation to be the unaffected market price of the company’s shares, which was approximately 18% less than the…

Steve Williams Discusses Activist Defense With The Deal

• Jul 23, 2019
• Videos

Steve Williams Discusses Activist Defense With The Deal

In a video interview with The Deal's Tom Terrarosa, corporate partner Steve Williams discusses the prevalence of settlements in activism campaigns, why it's so common to settle and some of the most common settlement terms.

M&A at a Glance (July 2019)

• Jul 15, 2019
• Publications

M&A at a Glance (July 2019)

M&A activity in the U.S. and globally in June was mixed. While the number of deals decreased by 23.7% in the U.S., to 655 deals, and by 13.2% globally, to 2,487 deals, the total value of deals increased significantly, by 122.3% in …

Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill

• Jul 10, 2019
• Publications

Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill

Recently in Arkansas Teacher Retirement System v. Alon USA Energy, Inc., the Delaware Court of Chancery (in an opinion by Vice Chancellor McCormick) held, on a motion to dismiss, that Delek US Holdings, Inc.’s acquisition of Alon may…

Delaware M&A Quarterly

• Jul 09, 2019
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2019.

Leading Private Equity Lawyer Sarah Stasny Joins Paul, Weiss

• Jul 01, 2019
• Firm News

Leading Private Equity Lawyer Sarah Stasny Joins Paul, Weiss

Sarah Stasny is joining the firm as a partner in the Corporate Department.

Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence

• Jun 25, 2019
• Publications

Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence

Recently in Marchand v. Barnhill, the Delaware Supreme Court, sitting en banc, reversed the Court of Chancery’s dismissal of claims alleging that the directors of Blue Bell Creameries USA, Inc. acted in bad faith by failing to…

June 2019: Private Equity Digest

• Jun 20, 2019
• Publications

June 2019: Private Equity Digest

In this issue of the Private Equity Digest, we continue our discussion with Paul, Weiss M&A partner and Corporate Department Deputy Chair Ariel J. Deckelbaum and Paul, Weiss M&A partner Ellen Ching on GP stakes investing, with …

M&A at a Glance (June 2019)

• Jun 17, 2019
• Publications

M&A at a Glance (June 2019)

M&A activity in the U.S. and globally for the month of May was generally consistent with April levels. The most notable changes in May were an increase in the number of sponsor-related deals by almost 75% to 187 in the U.S. and by …

Scott Barshay to Participate in International M&A Conference

• Jun 05, 2019
• Events

Scott Barshay to Participate in International M&A Conference

Corporate partner Scott Barshay will moderate a panel at the 18th Annual International Mergers & Acquisitions Conference.

M&A at a Glance (May 2019)

• May 15, 2019
• Publications

M&A at a Glance (May 2019)

M&A activity in the U.S. and globally generally fell in the month of April. The number of U.S. deals decreased by 15.6%, to 622, and the number of global deals decreased by 10.3%, to 2,530. However, the total value of U.S. deals…

Supreme Court Passes–For Now–on Rejecting an Implied Private Right of Action for Tender Offer Claims

• Apr 25, 2019
• Publications

Supreme Court Passes–For Now–on Rejecting an Implied Private Right of Action for Tender Offer Claims

On April 23, 2019, the Supreme Court issued a one-line per curiam order in Emulex v. Varjabedian:  “The writ of certiorari is dismissed as improvidently granted.”

April 2019: Private Equity Digest

• Apr 23, 2019
• Publications

April 2019: Private Equity Digest

In this issue of the Private Equity Digest, we look at current trends in GP stakes investing in an interview with Paul, Weiss M&A partner and Corporate Department Deputy Chair Ariel J. Deckelbaum and Paul, Weiss M&A partner…

Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies

• Apr 19, 2019
• Publications

Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies

In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed the Court of Chancery’s exclusive reliance on a pre-announcement stock trading price to determine “fair value” in a statutory appraisal …

M&A at a Glance (April 2019)

• Apr 15, 2019
• Publications

M&A at a Glance (April 2019)

In March, M&A activity remained generally slow in the U.S. but showed strong signs of recovery globally. The total value of U.S. deals decreased by 14.3 percent to $116.21 billion, while the total value of global deals increased…

Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal

• Apr 12, 2019
• Publications

Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal

In Olenik v. Lodzinski, the Delaware Supreme Court held that plaintiffs had sufficiently pled facts that the dual protections of a special committee and majority-of-the-minority-vote under the MFW roadmap was not in place before the…

Delaware M&A Quarterly

• Apr 08, 2019
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2019.

M&A at a Glance (March 2019)

• Mar 14, 2019
• Publications

M&A at a Glance (March 2019)

M&A activity in February 2019 generally slowed in the U.S. and globally. Deal volume by dollar value decreased by 25.6 percent to $152.24 billion in the U.S., and by 30.3 percent to $248.57 billion globally. Further, the number of …

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

• Mar 04, 2019
• Publications

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

The Federal Trade Commission (the “FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the Premerger Notification Rules (the “Rules”), based on …

Ross Fieldston to Participate in Tulane Corporate Law Institute

• Mar 14, 2019
• Events

Ross Fieldston to Participate in Tulane Corporate Law Institute

Corporate partner Ross Fieldston will speak on a panel titled “Special Issues Carve-Out Transactions” at the 31st Tulane Corporate Law Institute.

Richard Elliott Participates in CFIUS/Export Control Panel at Georgetown University Law Center

• Feb 21, 2019
• Events

Richard Elliott Participates in CFIUS/Export Control Panel at Georgetown University Law Center

On February 21, International Trade Counsel Richard Elliott participated in a panel discussion concerning CFIUS and export control developments at Georgetown University Law Center. 

Betty Yap, Hans-Günther Herrmann and Rui Bu Discuss China’s Draft Foreign Investment Law

• Jan 31, 2019
• Publications

Betty Yap, Hans-Günther Herrmann and Rui Bu Discuss China’s Draft Foreign Investment Law

In an article published in China Law & Practice on January 31, corporate partner Betty Yap, counsel Hans-Günther Herrmann and China associate Rui Bu discuss the newly published Draft Foreign Investment Law and its practical…

M&A at a Glance (February 2019)

• Feb 14, 2019
• Publications

M&A at a Glance (February 2019)

M&A activity in January 2019 generally increased in the U.S. and globally. Deal volume by dollar value  increased by 199.5 percent to $203.96 billion in the U.S., and by 57.5 percent to $354.57 billion globally.

2018 Year-End U.S. Legal & Regulatory Developments Affecting Canadian Companies

• Jan 31, 2019
• Videos

2018 Year-End U.S. Legal & Regulatory Developments Affecting Canadian Companies

In this video, corporate partners Chris Cummings and Andrew Foley discuss significant U.S. legal and regulatory developments during 2018 that may be of interest to Canadian companies and their advisors.

January 2019: Private Equity Digest

• Jan 22, 2019
• Publications

January 2019: Private Equity Digest

In this issue of the Private Equity Digest, we take a look at private equity trends in 2018 and possible developments for 2019.

M&A at a Glance – 2018 Year-End Roundup

• Jan 17, 2019
• Publications

M&A at a Glance – 2018 Year-End Roundup

2018 was an up-year for M&A as compared to 2017, notwithstanding some weakness toward the year’s end.

Brad Karp and Steve Williams to Participate in Securities Litigation & Enforcement Institute Event

• Jan 23, 2019
• Events

Brad Karp and Steve Williams to Participate in Securities Litigation & Enforcement Institute Event

Firm chairman Brad Karp and corporate partner Steve Williams will participate in the New York City Bar’s seventh annual Securities Litigation & Enforcement Institute. 

M&A at a Glance (January 2019)

• Jan 15, 2019
• Publications

M&A at a Glance (January 2019)

M&A activity in December 2018 declined across most measures. While M&A activity reached 12-month lows both globally and in the U.S., the declines in the U.S. were significantly more pronounced.

Delaware M&A Quarterly

• Jan 09, 2019
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2018.

Delaware Court of Chancery Invalidates Federal Forum Selection Provisions for Claims Arising Under the Securities Act of 1933

• Jan 09, 2019
• Publications

Delaware Court of Chancery Invalidates Federal Forum Selection Provisions for Claims Arising Under the Securities Act of 1933

On December 19, 2018, the Delaware Court of Chancery (Laster, V.C) held in Sciabacucchi v. Salzberg et al, C.A. No. 2017-0931-VCL (Del. Ch. Dec. 19, 2018), that federal forum selection provisions contained in the certificates of…

Scott Barshay Featured in WSJ Article on M&A in 2018

• Dec 30, 2018
• Publications

Scott Barshay Featured in WSJ Article on M&A in 2018

Corporate partner Scott Barshay is featured in a Wall Street Journal article featuring market commentary by the 7 top bankers and lawyers involved in the biggest M&A deals of 2018. 

Jeff Marell Quoted in Reuters Article on Potential Drop in M&A in 2019

• Dec 20, 2018
• Publications

Jeff Marell Quoted in Reuters Article on Potential Drop in M&A in 2019

Corporate partner Jeffrey Marell is quoted in a Reuters article discussing a potential drop in mergers and acquisitions worldwide in 2019.

Scott Barshay Quoted in Financial Times Article on Global Dealmaking

• Dec 21, 2018
• Publications

Scott Barshay Quoted in Financial Times Article on Global Dealmaking

Corporate partner Scott Barshay was quoted in a Financial Times article discussing the deceleration of global dealmaking in recent months. 

M&A at a Glance (December 2018)

• Dec 17, 2018
• Publications

M&A at a Glance (December 2018)

With the exception of sponsor-related transactions, M&A activity in November 2018 generally declined.

Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO

• Dec 14, 2018
• Publications

Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO

Recently in In re Xura, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against the CEO of Xura, Inc. for his actions in negotiating a sale of the company

Paul, Weiss Announces Election of New Partners

• Dec 07, 2018
• Firm News

Paul, Weiss Announces Election of New Partners

Paul, Weiss is pleased to announce that the following attorneys have been elected to the partnership, effective January 1, 2019: Justin Anderson, Robert Britton, David Carmona, Harris Fischman, Christopher D. Frey, Matthew B.…

Directors Denied Corwin Protection Due to “Information Vacuum”

• Nov 29, 2018
• Publications

Directors Denied Corwin Protection Due to “Information Vacuum”

The Delaware Court of Chancery recently held in In re Tangoe, Inc. Stockholders Litigation that directors who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC…

M&A at a Glance (November 2018)

• Nov 15, 2018
• Publications

M&A at a Glance (November 2018)

M&A activity in October 2018 remained mixed, but included more positive indicators compared to September and the general declining trend line so far this year.

Q3 & Q2 2018 U.S. Legal and Regulatory Developments Affecting Canadian Companies

• Nov 07, 2018
• Videos

Q3 & Q2 2018 U.S. Legal and Regulatory Developments Affecting Canadian Companies

In this video, corporate partners Andrew Foley and Ted Maynard discuss significant U.S. legal and regulatory developments during the third and second quarters of 2018 that may be of interest to Canadian companies and their advisors.

CFIUS Adopts Pilot Program that Imposes Mandatory Filing Requirement for Foreign Acquisitions and Investments Involving Critical Technology in Certain Industry Sectors

• Oct 26, 2018
• Publications

CFIUS Adopts Pilot Program that Imposes Mandatory Filing Requirement for Foreign Acquisitions and Investments Involving Critical Technology in Certain Industry Sectors

On October 10, 2018, the Treasury Department announced that the interagency Committee on Foreign Investment in the United States (“CFIUS”) had used its new authority under the Foreign Investment Risk Review Modernization Act of 2018…

October 2018: Private Equity Digest

• Oct 22, 2018
• Publications

October 2018: Private Equity Digest

In this issue of the Private Equity Digest, we look at four ways PE firms have adapted to the current competitive environment: (i) engaging in more buy-and-build approaches or add-on acquisitions, (ii) investing in early-stage…

M&A at a Glance (October 2018)

• Oct 15, 2018
• Publications

M&A at a Glance (October 2018)

M&A activity in September 2018 was mixed compared to August levels, but generally reflected an overall continuing downward trend starting in April of this year.  Deal volume by dollar value decreased in the U.S. by 44.5% to $77.06 …

Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations

• Oct 16, 2018
• Publications

Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations

In Flood v. Synutra International, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that the controlling shareholder satisfied MFW’s “ab initio” requirement by conditioning the deal on the required procedural…

Delaware M&A Quarterly

• Oct 05, 2018
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2018.

Five Paul, Weiss Partners to Participate in Annual IBA Conference

• Oct 07, 2018
• Events

Five Paul, Weiss Partners to Participate in Annual IBA Conference

Corporate partners Mark Bergman, Ariel Deckelbaum, Marco Masotti, Alvaro Membrillera and Tarun Stewart will participate in the International Bar Association’s annual conference.

Steve Williams Discusses Best Practices in Activist Defense With The Deal

• Sep 20, 2018
• Videos

Steve Williams Discusses Best Practices in Activist Defense With The Deal

In this video, corporate partner Steve Williams discusses tactics for activist preparedness, engagement and defense with The Deal’s Scott Gamm.

The Financial Crisis 10 Years Later: Lessons Learned

• Sep 15, 2018
• Publications

The Financial Crisis 10 Years Later: Lessons Learned

Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…

M&A at a Glance (September 2018)

• Sep 14, 2018
• Publications

M&A at a Glance (September 2018)

M&A activity in August continued the recent downward trend in number of deals across most sectors, while showing more mixed results as measured by total dollar value.

M&A at a Glance (August 2018)

• Aug 15, 2018
• Publications

M&A at a Glance (August 2018)

M&A activity in July 2018 continued the recent downward trend in number of deals across most sectors and mixed results as measured by deal volume by dollar value.

President Trump Signs CFIUS Reform Legislation

• Aug 13, 2018
• Publications

President Trump Signs CFIUS Reform Legislation

President Trump today signed the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (“FY 2019 NDAA”) (H.R. 5515). 

Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement

• Jul 30, 2018
• Publications

Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement

The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…

July 2018: Private Equity Digest

• Jul 23, 2018
• Publications

July 2018: Private Equity Digest

This edition of the Paul, Weiss Private Equity Digest continues our discussion of key considerations for private equity transactions resulting from the new tax law.

M&A at a Glance (July 2018)

• Jul 13, 2018
• Publications

M&A at a Glance (July 2018)

M&A activity in June 2018 weakened from last month across most measures, although still generally strong for the first half of the year. The total number of deals decreased in the U.S. by 28.6% to 528 and globally by 17.5% to…

Delaware M&A Quarterly

• Jul 12, 2018
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2018.

Scott Barshay Quoted in Financial Times Article on Global Dealmaking

• Jul 03, 2018
• Publications

Scott Barshay Quoted in Financial Times Article on Global Dealmaking

Corporate partner Scott Barshay was quoted in a Financial Times article discussing the record-breaking pace of global dealmaking, which reached $2.5 trillion in the first half of 2018. 

FTC Seeks Public Input in Advance of Hearings on the Future of Competition and Consumer Protection Enforcement

• Jul 02, 2018
• Publications

FTC Seeks Public Input in Advance of Hearings on the Future of Competition and Consumer Protection Enforcement

The United States Federal Trade Commission recently announced that it will hold a series of wide-ranging public hearings on a number of important competition- and consumer protection-related topics. 

Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company

• Jun 29, 2018
• Publications

Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company

Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …

President Trump Decides Not to Impose New Foreign Investment Restrictions against China; Opts Instead to Support CFIUS Reform Legislation in Congress

• Jun 29, 2018
• Publications

President Trump Decides Not to Impose New Foreign Investment Restrictions against China; Opts Instead to Support CFIUS Reform Legislation in Congress

As an outgrowth of the Section 301 investigation that was conducted by the Office of the U.S. Trade Representative concerning China’s laws, policies, practices and actions related to technology transfer, intellectual property and…

Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group

• Jun 21, 2018
• Publications

Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group

Recently in In re Hansen Medical, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to grant defendants’ motion to dismiss, finding that plaintiff stockholders had sufficiently pled a “reasonably conceivable” claim …

June 2018: Private Equity Digest

• Jun 18, 2018
• Publications

June 2018: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss key considerations for private equity transactions resulting from the new tax law. This is part one of a two-part article.

M&A at a Glance (June 2018)

• Jun 15, 2018
• Publications

M&A at a Glance (June 2018)

M&A activity in May 2018 generally weakened from last month.  The total number of deals decreased in the U.S. by 1.2% to 667 (the second-lowest level in the last 12-month period) and globally by 4.8% to 2,759 (the lowest level in…

Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference

• Jun 07, 2018
• Events

Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference

Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams spoke at The Deal’s 2018 Corporate Governance conference, an exclusive gathering of corporate decision makers and their advisors to discuss strategies and challenges …

Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control

• Jun 06, 2018
• Publications

Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control

Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …

M&A at a Glance (May 2018)

• May 15, 2018
• Publications

M&A at a Glance (May 2018)

M&A activity in April 2018, as measured by number of deals, dipped from March 2018 levels in the U.S. and globally across every metric. The total number of deals decreased by 15.2% to 669 in the U.S. and 9.7% to 2,771 globally.

FTC Gets New Leadership

• May 04, 2018
• Publications

FTC Gets New Leadership

Less than a week after the U.S. Senate voted to approve a full slate of new commissioners to the Federal Trade Commission (FTC), four of those appointees were sworn in to their new positions. 

The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity

• Apr 25, 2018
• Publications

The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity

As the possibility of trade and other protectionist policies looms in the U.S. and globally, we highlight the pending Foreign Investment Risk Review Modernization Act of 2017 (FIRRMA) and its potential impact on private equity.  

M&A at a Glance (April 2018)

• Apr 13, 2018
• Publications

M&A at a Glance (April 2018)

M&A activity gained momentum in March 2018, capping the strongest opening quarter in the history of M&A at a Glance.  In the U.S., deal volume returned to January levels, increasing by 109.6% to $174.10 billion.  Globally,…

Taurie Zeitzer Profiled in Diversity & The Bar Article on Women in M&A

• Apr 10, 2018
• Publications

Taurie Zeitzer Profiled in Diversity & The Bar Article on Women in M&A

M&A partner Taurie Zeitzer was featured as a top M&A lawyer in the Spring 2018 issue of Diversity & The Bar magazine.

Delaware M&A Quarterly

• Apr 06, 2018
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice from the first quarter of 2018.

Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts

• Apr 04, 2018
• Publications

Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts

The Delaware Court of Chancery recently ruled that Tesla stockholder Elon Musk is a controller of Tesla Motors, even though Musk held only 22.1% of Tesla’s stock.  

March 2018: Private Equity Digest

• Mar 21, 2018
• Publications

March 2018: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss the complex issues that can arise when parties in private transactions negotiate how to split transaction tax deductions, as illustrated by the recent Delaware…

M&A at a Glance (March 2018)

• Mar 15, 2018
• Publications

M&A at a Glance (March 2018)

Despite an increase in M&A activity over the past three months, deal trends in February 2018 retreated towards their 12-month averages, following banner months in November and December, both of which featured some of the largest…

Brad Karp and Scott Barshay to Participate in Securities Litigation & Enforcement Institute Event

• Mar 14, 2018
• Events

Brad Karp and Scott Barshay to Participate in Securities Litigation & Enforcement Institute Event

Firm chairman Brad Karp and corporate partner Scott Barshay will participate in the New York City Bar’s Sixth annual Securities Litigation & Enforcement Institute.

Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

• Feb 28, 2018
• Publications

Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal…

Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price

• Feb 22, 2018
• Publications

Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price

Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…

M&A at a Glance (February 2018)

• Feb 15, 2018
• Publications

M&A at a Glance (February 2018)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity in January 2018.

New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard

• Feb 13, 2018
• Publications

New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard

The New York Supreme Court recently declined to approve what the court described as a “peppercorn and a fee” disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

• Jan 30, 2018
• Publications

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

The Federal Trade Commission (“FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  

January 2018: Private Equity Digest

• Jan 25, 2018
• Publications

January 2018: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we review private equity M&A market trends from 2017 and look ahead to 2018.

M&A at a Glance: 2017 Year-End Roundup

• Jan 17, 2018
• Publications

M&A at a Glance: 2017 Year-End Roundup

In the M&A at a Glance 2017 Year-end Roundup, we review the most significant trends in M&A activity in 2017. Global and U.S. deal volume decreased 3.2% and 10.5%, respectively, from 2016 levels.

Video Summary: M&A at a Glance - 2017 Year-End Roundup

• Jan 17, 2018
• Videos

Video Summary: M&A at a Glance - 2017 Year-End Roundup

2017 was an active year for M&A, though year-end results did not surpass the records set in 2016.

M&A at a Glance (January 2018)

• Jan 16, 2018
• Publications

M&A at a Glance (January 2018)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of December.

Q4 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

• Jan 11, 2018
• Videos

Q4 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the fourth quarter of 2017 of interest to Canadian companies and their advisors.

Delaware M&A Quarterly

• Jan 08, 2018
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2017.

Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards

• Dec 20, 2017
• Publications

Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards

The Delaware Supreme Court recently held that stockholder ratification of an equity incentive plan that affords directors discretion in making awards to themselves cannot be used to prevent the Court of Chancery from reviewing further …

Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification

• Dec 19, 2017
• Publications

Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification

Recently, the Delaware Court of Chancery clarified that the MFW framework to invoke business judgment review applies generally to any conflicted controller transaction, including the reclassification that was challenged in the case at …

Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price

• Dec 18, 2017
• Publications

Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price

M&A at a Glance (December 2017)

• Dec 18, 2017
• Publications

M&A at a Glance (December 2017)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of November.

Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor

• Dec 12, 2017
• Publications

Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor

Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company’s board.  The court…

Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin

• Dec 04, 2017
• Publications

Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin

Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…

M&A at a Glance (November 2017)

• Nov 15, 2017
• Publications

M&A at a Glance (November 2017)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of October. Global deal volume by total value increased by 1.8%, whereas deal count decreased by 13.7%. In the U.S., deal…

Ross Fieldston and Jonathan Kanter to Speak at Business-Government Relations Council’s Annual Meeting

• Oct 19, 2017
• Events

Ross Fieldston and Jonathan Kanter to Speak at Business-Government Relations Council’s Annual Meeting

Corporate partner Ross Fieldston and antitrust partner Jonathan Kanter will speak on the topic of M&A in regulated industries at the Business-Government Relations Council’s 2017 Annual Meeting. 

M&A at a Glance

• Oct 17, 2017
• Publications

M&A at a Glance

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of September.

Q3 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

• Oct 12, 2017
• Videos

Q3 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.

Preferred Stock Minority Investments in the Private Equity Context

• Oct 06, 2017
• Publications

Preferred Stock Minority Investments in the Private Equity Context

Corporate partners Angelo Bonvino and Ted Ackerman co-authored an article, “Preferred-Stock Minority Investments in the Private Equity Context,” for Lexis Practice Advisor.

Delaware M&A Quarterly

• Oct 04, 2017
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2017

Larry Witdorchic to Participate in PLI Conference on Tax Strategies in M&A

• Nov 15, 2017
• Events

Larry Witdorchic to Participate in PLI Conference on Tax Strategies in M&A

Employee benefits partner Larry Witdorchic will speak on a panel at the Practising Law Institute’s upcoming conference on 2017 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings,…

Hans-Günther Herrmann Speaks on Developments in China’s Foreign Investment Regime

• Sep 25, 2017
• Events

Hans-Günther Herrmann Speaks on Developments in China’s Foreign Investment Regime

Corporate counsel Hans-Günther Herrmann gave a seminar to the French Chamber of Commerce and Industry in Hong Kong on China’s regime for foreign investments.

M&A at a Glance

• Sep 15, 2017
• Publications

M&A at a Glance

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of August.

Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller

• Aug 25, 2017
• Publications

Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller

Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…

China Publishes Official Guidelines on Overseas Investments

• Aug 24, 2017
• Publications

China Publishes Official Guidelines on Overseas Investments

On August 17, 2017, the Chinese Government published new regulatory guidelines regarding overseas investments, the Opinions on Further Guiding and Regulating the Directions of Overseas Investments (the “Guiding Opinions”).

Q2 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

• Aug 22, 2017
• Videos

Q2 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.

M&A at a Glance (August 2017)

• Aug 15, 2017
• Publications

M&A at a Glance (August 2017)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of July.

Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price

• Aug 07, 2017
• Publications

Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery’s determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price.  The …

Steve Williams Discusses Activism Defense With The Deal

• Jul 27, 2017
• Videos

Steve Williams Discusses Activism Defense With The Deal

In this video, corporate partner Steve Williams speaks with The Deal’s Ron Orol about activist defense, including strategies for activist preparedness.

Jeff Marell Discusses Delaware Appraisal Decisions with The Deal

• Jul 20, 2017
• Videos

Jeff Marell Discusses Delaware Appraisal Decisions with The Deal

In this video, Jeff Marell, corporate partner and co-head of the Mergers and Acquisitions Practice, speaks with The Deal’s David Marcus about recent Delaware Court of Chancery decisions in Petsmart and SWS Group and their impact on…

M&A at a Glance (July 2017)

• Jul 17, 2017
• Publications

M&A at a Glance (July 2017)

In this month’s M&A At a Glance, we review the most significant trends in M&A activity for the month of June.

Video Summary: M&A at a Glance, July 2017

• Jul 17, 2017
• Videos

Video Summary: M&A at a Glance, July 2017

M&A activity generally declined in June 2017, both in terms of deal volume and number of deals.

Delaware M&A Quarterly

• Jul 10, 2017
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2017.

M&A at a Glance (June 2017)

• Jun 15, 2017
• Publications

M&A at a Glance (June 2017)

In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of May.

Video Summary: M&A at a Glance, June 2017

• Jun 15, 2017
• Videos

Video Summary: M&A at a Glance, June 2017

M&A activity showed mixed results in May 2017, both in terms of deal volume and number of deals.

Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action

• Jun 08, 2017
• Publications

Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action

In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company’s largest stockholder was “structurally coerced” and therefore…

Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process

• Jun 05, 2017
• Publications

Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process

Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…

Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference

• Jun 05, 2017
• Events

Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference

Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal’s upcoming conference, “Corporate Governance 2017: Navigating New Challenges to Value Creation.”

Scott Barshay and Stephen Lamb to Participate at PLI Seminar on Delaware Law Developments

• Jul 21, 2017
• Events

Scott Barshay and Stephen Lamb to Participate at PLI Seminar on Delaware Law Developments

Corporate partner Scott Barshay and litigation partner Stephen Lamb will speak at the Practising Law Institute’s Delaware Law Developments 2017: What All Business Lawyers Need to Know seminar.

May 2017: Private Equity Digest

• May 22, 2017
• Publications

May 2017: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss appraisal risk in private equity transactions and possible ways to address this risk. 

Matthew Abbott Speaks on Trends in the Private Equity Market in Forbes Q&A

• May 19, 2017
• Publications

Matthew Abbott Speaks on Trends in the Private Equity Market in Forbes Q&A

In a Q&A for Forbes, corporate partner Matthew Abbott speaks on changes in the private equity market, and addresses mega-buyout funds, the expansion of funds’ geographic focus, the outlook for the economy, and the market’s effect…

Paul, Weiss Adds Prominent M&A Lawyer in London

• May 18, 2017
• Firm News

Paul, Weiss Adds Prominent M&A Lawyer in London

Paul, Weiss, Rifkind, Wharton & Garrison LLP announced today that Alvaro Gomez de Membrillera Galiana has joined the firm as a partner in its Mergers & Acquisitions Group, resident in the London office.

Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty

• May 16, 2017
• Publications

Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty

Recently, the Delaware Court of Chancery dismissed a fiduciary duty claim and a request for a quasi-appraisal remedy in connection with the acquisition of Cyan, Inc. by Ciena Corporation.

M&A at a Glance (May 2017)

• May 15, 2017
• Publications

M&A at a Glance (May 2017)

In this month’s M&A At A Glance, we review the most significant trends in M&A activity for the month of April. 

Video Summary: M&A at a Glance, May 2017

• May 15, 2017
• Videos

Video Summary: M&A at a Glance, May 2017

Global M&A activity declined by most measures in April 2017, while the U.S. showed more mixed results.

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing

• May 10, 2017
• Publications

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing

In In re Massey Energy Company Derivative and Class Action Litigation, the Delaware Court of Chancery recently dismissed shareholders’ derivative and putative direct claims alleging that Massey’s former directors and officers caused…

Q1 2017 U.S. Legal Developments Affecting Canadian Companies

• May 04, 2017
• Videos

Q1 2017 U.S. Legal Developments Affecting Canadian Companies

There was a flurry of U.S. legal and regulatory developments during the first quarter of 2017.

M&A at a Glance (April 2017)

• Apr 14, 2017
• Publications

M&A at a Glance (April 2017)

Global M&A activity in March 2017 was generally stronger than in February and also outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.

Video Summary: M&A at a Glance, April 2017

• Apr 14, 2017
• Videos

Video Summary: M&A at a Glance, April 2017

Global M&A activity was generally stronger in March 2017 and outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.

Betty Yap and Hans-Günther Herrmann Co-Author Article on China’s Insurance M&A Reform

• Apr 12, 2017
• Publications

Betty Yap and Hans-Günther Herrmann Co-Author Article on China’s Insurance M&A Reform

Corporate partner Betty Yap and counsel Hans-Günther Herrmann co-authored an article in the April issue of China Law & Practice.

Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards

• Apr 11, 2017
• Publications

Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards

In a recent decision in In re Investor Bancorp, Inc. Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption of an equity incentive plan also ratified subsequent equity…

Delaware M&A Quarterly

• Apr 05, 2017
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2017.

Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger

• Apr 04, 2017
• Publications

Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger

In a recent decision in In re Saba Software, Inc. Stockholder Litigation, the Delaware Court of Chancery demonstrates the limits of the application of the business judgment rule under Corwin v. KKR Financial Holdings LLC.  The court…

Rick Rule to Participate at the Institute for Energy Law’s Mergers, Acquisitions & Divestitures Conference

• May 18, 2017
• Events

Rick Rule to Participate at the Institute for Energy Law’s Mergers, Acquisitions & Divestitures Conference

Litigation partner Rick Rule will speak at the Institute for Energy Law’s Mergers, Acquisitions & Divestitures conference.

Ross Fieldston Participates in Tulane University Law School’s Annual Corporate Law Institute

• Mar 30, 2017
• Events

Ross Fieldston Participates in Tulane University Law School’s Annual Corporate Law Institute

Corporate partner Ross Fieldston participated in a panel at Tulane University Law School’s 29th Annual Corporate Law Institute.

M&A at a Glance (March 2017)

• Mar 15, 2017
• Publications

M&A at a Glance (March 2017)

M&A activity generally declined in February 2017, both globally and in the U.S.  Total deal volume, as measured by dollar value, decreased globally by 30.1% to $202.45 billion, and in the U.S. by 3.7% to $106.47 billion.

Video Summary: M&A at a Glance, March 2017

• Mar 15, 2017
• Videos

Video Summary: M&A at a Glance, March 2017

M&A activity generally declined in February 2017, with total deal volume and the number of transactions falling in the U.S. and globally.

M&A at a Glance (February 2017)

• Feb 15, 2017
• Publications

M&A at a Glance (February 2017)

M&A activity showed mixed results in January 2017, with the global market generally down and the U.S. market generally up.

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

• Jan 26, 2017
• Publications

FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds

The Federal Trade Commission has revised upwards the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act and the Premerger Notification Rules. The new minimum size of transaction threshold will …

Judie Ng Shortell Examines Global Trends Fueling Chinese Deal Activity

• Jan 17, 2017
• Publications

Judie Ng Shortell Examines Global Trends Fueling Chinese Deal Activity

In a Q&A titled "M&A Madness," corporate partner Judie Ng Shortell discusses the hottest trends fueling Chinese deal activity, solutions to top regulatory issues and vital tips for foreign and domestic M&A parties.

Video Summary: M&A at a Glance, January 2017

• Jan 18, 2017
• Videos

Video Summary: M&A at a Glance, January 2017

While 2016 was strong overall, M&A activity in December 2016 was mixed. 

Why Anti-Corruption Due Diligence Is Important in M&A Transactions

• Jan 12, 2017
• Videos

Why Anti-Corruption Due Diligence Is Important in M&A Transactions

Enforcement of the U.S. Foreign Corrupt Practices Act (FCPA) and other international anti-corruption laws is increasing dramatically. In 2016 alone, DOJ and the SEC collected a record-shattering total of nearly $2.5 billion to…

2016 U.S. Legal and Regulatory Developments

• Jan 09, 2017
• Publications

2016 U.S. Legal and Regulatory Developments

The following is a roundup of significant U.S. legal and regulatory developments during 2016 of interest to Canadian companies and their advisors.

Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims

• Jan 06, 2017
• Publications

Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims

In In re United Capital Corp. Stockholders Litigation, the Delaware Court of Chancery granted the defendants' motion to dismiss a complaint filed by a former minority stockholder of United Capital Corporation seeking "quasi-appraisal" …

Delaware M&A Quarterly

• Jan 06, 2017
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several Delaware cases of significance to the M&A practice.

Client Alert: Reported Foreign Exchange Restrictions in China Affect Outward Remittances

• Dec 20, 2016
• Publications

Client Alert: Reported Foreign Exchange Restrictions in China Affect Outward Remittances

Chinese media have recently reported delays in remittance of funds for outbound direct investment transactions, as well as certain other forms of repatriations of funds out of China due to enhanced enforcement of foreign exchange…

Client Alert: M&A at a Glance (December 2016)

• Dec 16, 2016
• Publications

Client Alert: M&A at a Glance (December 2016)

After the spike in activity due to megadeals in October, M&A activity returned in November to more normalized levels both in deal volume and number of deals. Total deal volume in the U.S. and globally declined in November…

Hans-Günther Herrmann Speaks on China’s Foreign Direct Investment Reform

• Dec 05, 2016
• Events

Hans-Günther Herrmann Speaks on China’s Foreign Direct Investment Reform

Corporate counsel Hans-Günther Herrmann gave a seminar to the French Chamber of Commerce and Industry in Hong Kong on recent trends and developments in China's Foreign Direct Investment and Foreign Invested Enterprises reforms.

M&A at a Glance (November 2016)

• Nov 15, 2016
• Publications

M&A at a Glance (November 2016)

M&A volume in October 2016 increased to record levels, as measured by total dollar value, largely due to a spike in the number of megadeals, with eight October deals valued at or above $10 billion dollars. Total deal volume…

Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements

• Oct 31, 2016
• Publications

Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements

The Securities and Exchange Commission has voted 2 to 1 to propose to require the use of universal proxy cards by both companies and dissidents in contested director elections.  While both sides would still be able to use…

October 2016: Private Equity Digest

• Oct 21, 2016
• Publications

October 2016: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss China-U.S. crossborder deal risks for U.S. sellers and possible ways to address those risks.

Client Alert: Q3 2016 U.S. Legal and Regulatory Developments

• Oct 20, 2016
• Publications

Client Alert: Q3 2016 U.S. Legal and Regulatory Developments

The following is our summary of significant U.S. legal and regulatory developments during the third quarter of 2016 of interest to Canadian companies and their advisors.

M&A at a Glance (October 2016)

• Oct 14, 2016
• Publications

M&A at a Glance (October 2016)

M&A activity in September 2016 rebounded across most metrics as compared to August 2016, both in the U.S. and globally.

Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'

• Oct 13, 2016
• Publications

Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'

In In re Books-A-Million, Inc. Stockholders Litigation, the Delaware Court of Chancery dismissed the fiduciary duty claims of former minority stockholders following a going-private, squeeze-out merger because the transaction…

Delaware M&A Quarterly

• Oct 07, 2016
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Narayanan v. Sutherland, Larkin v. Shah, In re Riverstone National, Inc. Stockholder…

Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith

• Oct 04, 2016
• Publications

Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith

In Nguyen v. Barrett, the Delaware Court of Chancery dismissed post-closing claims that the board acted disloyally or in bad faith by failing to make the challenged disclosures.

Judie Ng Shortell to Speak at ALM Corporate Counsel Forum

• Sep 20, 2016
• Events

Judie Ng Shortell to Speak at ALM Corporate Counsel Forum

Corporate partner Judie Ng Shortell will take part in ALM's annual Corporate Counsel Forum Beijing.

Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event

• Oct 05, 2016
• Events

Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event

Corporate partner Scott Barshay will speak at the Practising Law Institute's "Hot Topics for In-House Counsel" seminar. 

Video Summary: M&A at a Glance, September 2016

• Sep 15, 2016
• Videos

Video Summary: M&A at a Glance, September 2016

M&A activity in August 2016 declined across most metrics both in the U.S. and globally. 

Corporate Partners Contribute Article to The CLS Blue Sky Blog

• Sep 07, 2016
• Publications

Corporate Partners Contribute Article to The CLS Blue Sky Blog

Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell co-authored a client memorandum that was featured on The CLS Blue Sky Blog, Columbia Law School's blog on corporations and capital…

Kaye Yoshino to Speak at ABA’s International Law Conference in Japan

• Oct 18, 2016
• Events

Kaye Yoshino to Speak at ABA’s International Law Conference in Japan

Corporate partner Kaye Yoshino will take part in the 2016 Fall Meeting of the American Bar Association's Section of International Law. 

Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval

• Sep 01, 2016
• Publications

Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval

In Larkin v. Shah issued last week, the Delaware Court of Chancery dismissed a stockholder challenge to a merger due to the cleansing effect of fully informed stockholder approval, applying the Delaware Supreme Court's recent…

M&A at a Glance (August 2016)

• Aug 15, 2016
• Publications

M&A at a Glance (August 2016)

M&A activity declined by most measures in July 2016.  Deal volume, as measured by dollar value, decreased in the U.S. by 25.8% to $126.52 billion, and globally by 2.3% to $326.23 billion.  The total number of deals…

Video Summary: M&A at a Glance, August 2016

• Aug 15, 2016
• Videos

Video Summary: M&A at a Glance, August 2016

M&A activity declined by most measures in July 2016. In this video, corporate partner Ariel Deckelbaum discusses the latest changes in U.S., global and sponsor-related M&A activity.

Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers

• Aug 02, 2016
• Publications

Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers

Corporate partner Scott Barshay was quoted in a Financial Times  article titled "US Lawsuits Contesting Takeovers Plunge After Trulia Ruling." 

Paul, Weiss Adds Four Prominent Antitrust Lawyers

• Aug 04, 2016
• Firm News

Paul, Weiss Adds Four Prominent Antitrust Lawyers

Charles F. (Rick) Rule, Jonathan S. Kanter, Joseph J. Bial and Andrew J. Forman have joined the firm as partners in its Antitrust Group, resident in Washington, D.C.

Client Alert: Q2 2016 U.S. Legal and Regulatory Developments

• Aug 01, 2016
• Publications

Client Alert: Q2 2016 U.S. Legal and Regulatory Developments

The following is our summary of significant U.S. legal and regulatory developments during the second quarter of 2016 of interest to Canadian companies and their advisors.

U.S. Justice Department Requires Restructuring of Transaction Involving Foreign Entities to Address Section 8 Interlocking Directorates Concern

• Jul 19, 2016
• Publications

U.S. Justice Department Requires Restructuring of Transaction Involving Foreign Entities to Address Section 8 Interlocking Directorates Concern

On July 14, 2016, the United States Department of Justice announced that it had concerns that a transaction involving two foreign electronic trading platforms would have, as originally structured, violated Section 8 of the…

Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit

• Jul 15, 2016
• Publications

Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit

Corporate partner Scott Barshay was quoted in a Financial Times article, titled "UK M&A Opportunities Open up After Brexit," which discusses whether falling share prices and the devaluation of sterling is lifting…

Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations

• Jul 12, 2016
• Publications

Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations

London-based corporate partners Mark Bergman and David Lakhdhir co-authored a client memorandum, titled "Brexit: Disclosure Implications for SEC Reporting Companies," that was featured in the July issues of Insights: The…

Video Summary: M&A at a Glance, July 2016

• Jul 15, 2016
• Videos

Video Summary: M&A at a Glance, July 2016

M&A activity in June 2016 was relatively flat, compared to the last two months. In this video, corporate partner Ariel Deckelbaum discusses the latest changes in U.S., global and sponsor-related M&A activity.

Brexit: Disclosure Implications for SEC Reporting Companies

• Jul 12, 2016
• Publications

Brexit: Disclosure Implications for SEC Reporting Companies

In the short period since the June 23 UK referendum on whether to remain in, or leave, the European Union, the United Kingdom has faced a remarkable range of political, monetary, economic  and even constitutional…

Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation

• Jul 06, 2016
• Publications

Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation

Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."

Client Alert: Delaware M&A Quarterly

• Jul 06, 2016
• Publications

Client Alert: Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss the 2016 Amendments to the Delaware General Corporation Law as well as several cases of significance to the M&A practice, including  In re Appraisal …

Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as

• Jul 05, 2016
• Publications

Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery held that the acceptance of a first-step tender offer by fully informed, disinterested, uncoerced stockholders representing a majority of a…

Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement

• Jun 29, 2016
• Publications

Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement

In The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Court of Chancery held that an acquirer in a merger did not fail to use "commercially reasonable efforts" to obtain a tax opinion from its tax…

Brexit: What Comes Next? What Are the Potential Consequences?

• Jul 06, 2016
• Publications

Brexit: What Comes Next? What Are the Potential Consequences?

On June 23, 2016 voters in the United Kingdom were asked in a referendum whether the UK should remain a member of the European Union or leave the EU.  By a vote of 51.9% to 48.1%, the voters opted to leave.

Litigation Partners Author Article on Dell Appraisal Decision

• Jun 21, 2016
• Publications

Litigation Partners Author Article on Dell Appraisal Decision

Litigation partners Lewis Clayton and Stephen Lamb co-authored a client memorandum that was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation website. 

M&A at a Glance (June 2016)

• Jun 15, 2016
• Publications

M&A at a Glance (June 2016)

The M&A market continued to stabilize in May 2016, after what has been a slow start to the year.

Video Summary: M&A at a Glance, June 2016

• Jun 15, 2016
• Videos

Video Summary: M&A at a Glance, June 2016

The M&A market continued to stabilize in May 2016, after a slow start to the year.

Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith

• May 25, 2016
• Publications

Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith

In In re Chelsea Therapeutics International Ltd. Stockholder Litigation, the Court of Chancery dismissed claims that the board of a target company acted in bad faith and breached its duty of loyalty by instructing its financial…

M&A at a Glance (May 2016)

• May 16, 2016
• Publications

M&A at a Glance (May 2016)

The M&A market was mixed in April 2016, with the U.S. market generally faring better than the global market.

Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote

• May 12, 2016
• Publications

Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote

In Singh v. Attenborough, the Delaware Supreme Court upheld the dismissal of breach of fiduciary duty claims against directors of a target corporation and aiding and abetting claims against the target's financial advisor in…

Client Alert: New York Court of Appeals Adopts Delaware’s Roadmap for Business Judgment Review

• May 09, 2016
• Publications

Client Alert: New York Court of Appeals Adopts Delaware’s Roadmap for Business Judgment Review

In the recent decision of In the Matter of Kenneth Cole Productions, Inc. S'holder Litig., the New York Court of Appeals adopted for New York corporations Delaware's standard of review for controlling stockholder going-private…

Client Alert: Q1 2016 U.S. Legal and Regulatory Developments

• Apr 27, 2016
• Publications

Client Alert: Q1 2016 U.S. Legal and Regulatory Developments

The following is our summary of significant U.S. legal and regulatory developments during the first quarter of 2016 of interest to Canadian companies and their advisors.

April 2016: Private Equity Digest

• Apr 19, 2016
• Publications

April 2016: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we take a look at the possibly revived PIPEs market and discuss key considerations for private equity investors looking to put capital to work in this space.

Client Alert: M&A at a Glance (April 2016)

• Apr 18, 2016
• Publications

Client Alert: M&A at a Glance (April 2016)

Despite an encouraging February, M&A activity in March 2016 resumed its recent downtrend across all metrics, both in the U.S. and globally.

Client Alert: Treasury Issues Inversion Regulations, Proposes Sweeping Changes to Debt/Equity Classification

• Apr 11, 2016
• Publications

Client Alert: Treasury Issues Inversion Regulations, Proposes Sweeping Changes to Debt/Equity Classification

On April 4, 2016, as the most recent step in its ongoing battle against inversion transactions, the U.S. Department of Treasury issued both new temporary and proposed regulations addressing certain inversion and post-inversion…

Delaware M&A Quarterly

• Apr 04, 2016
• Publications

Delaware M&A Quarterly

In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including In re Trulia, Inc. Stockholders Litigation, Johnson v. Driscoll, FdG Logistics LLC v.…