Is It a Material Adverse Effect?
Sandy K. Feldman of Torys LLP
You are general counsel to a large healthcare products company that has agreed to acquire a medical devices company in a public merger for $25 billion in cash and stock. The business rationale for the acquisition is your company?s desire to enter the market for heart rhythm devices?implanted defibrillators and pacemakers?a market segment in which the target is one of three leading producers.
Mergers & Acquisitions: A Strategy for High Technology Companies
Jacqueline A Daunt of Fenwick & West LLP
A recent survey showed that between two and five emerging technology companies (TechCos) are acquired for every one that does an initial public offering (IPO). Acquisitions can provide strategic, operating and financial benefits to both TechCo and the company acquiring it (LargeCo). A strategic acquisition can provide TechCo's shareholders with earlier liquidity than an IPO, with less risk and dilution.
Telecom Mergers Predicted: But Don't Bet On ItÃÂ
Kelly Cameron,Andrew Pickens Miller and G. Patrick Watson of Bryan Cave LLP
The New Year brings a flurry of Top 10 lists and resolutions to lose weight. This year, in the wake of the burst of the telecom and Internet bubble, the New Year also brings predictions of major mergers in an industry that is considered to be "ripe for consolidation." While there are plausible cases to be made for potential mergers, there are also a number of reasons to believe that weight-loss vows are as likely to come to fruition as any "major" telecom merger.
Structuring International Acquisition Transactions Part II
Philip T. Ruegger of Simpson Thacher & Bartlett LLP
With much of the current U.S. cross-border merger activity taking place with European, Canadian and Japanese companies, this discussion will highlight some of the regulatory schemes and other legal issues that a U.S. company would have to comply with when acquiring an English, French, German, Canadian or Japanese company.
The Rise of Mergers and Acquisitions in the Energy Sector: What to Expect and How to Be Prepared for Potential Litigation Issues
Brit T. Brown,David A. Pluchinsky and George B. Murr of Beirne, Maynard & Parsons, L.L.P.
The trend toward mergers and acquisitions in the energy sector is accompanied by an increased risk of post-transaction litigation. Since post-transaction litigation can take many forms, a single merger or acquisition can give rise to many different types of litigation and differing causes of action. Both management and its counsel must be aware of these risks.
Maximizing Shareholder Value: The Funco Experience
Philip S. Garon of Faegre & Benson LLP
This article reviews Barnes & Nobles acquisition of Funco, Inc., a publicly-held video game retailer with over 400 stores.
Strategic Alliance as a Prelude to Merger
Ward Bower of Lexpert
Merger mania is back - in the U.
The de facto Merger Doctrine Comes to Massachusetts Wherein the Exception to the Rule Becomes the Rule
Day Pitney LLP
In early 1997, the Supreme Judicial Court for the first time found a corporation liable for the obligations of ano.
Going Private
Michael J. Levitin,Steven S. Snider,Barry J. Hurewitz,Barry J. Hurewitz and Barry J. Hurewitz of Wilmer Cutler Pickering Hale and Dorr LLP
Counsel to public companies are acutely aware that the Sarbanes-Oxley Act has imposed substantial new costs and risks on officers and directors. Boards and management may ask whether any strategy exists to mitigate those risks and reduce those costs. Such a strategy exists: going private.
Purchasing or Selling a Business? Using a Deal S.W.A.T. Team
Richard N. Drake of Womble Carlyle Sandridge & Rice, PLLC
Business Tool Box-Law & Business You have hit the jackpot-you have been offered the business opportunity of a li.
Merger Glue
Dan C. Felean of Lexpert
Never say never. Sooner or later, every law firm of size or substance will consider the possibility of merging with another. Some experts predict that mergers and acquisitions will become an ongoing, almost routine, part of business and competitive stratagem. As more clients demand greater depth of service and broader competencies over wider geography and jurisdictions, the consolidation in the legal market will continue. Incremental growth is often too slow, too expensive or too painful.
Anatomy of the Acquisition of an Escrow Company
Ferruzzo, Thomas G. of Foster & Foster
During the last several of years, various forces, including the sluggish real estate market and the less than extra.
Texas Business Law: Mergers and Acquisitions
Stephens & Stephens
It is not uncommon at some point in the life of a business for that business to be acquired by a new.
Coleman Shareholder Litigation Settlement Approved
Weil, Gotshal & Manges LLP
This article discusses the Coleman Co., Inc. Shareholders Litigation settlement shareholder action.
The Costs of Merger
Thomas S Clay of Lexpert
A merger is an investment and should be accretive to a law firm's net income per partner. The costs of a merger or acquisition come in these areas: transaction, integration and revenue impact. This article deals with the first two areas.
Excluding Third-Party Beneficiaries from Merger Agreements
James A. Smith of Bodman LLP
Synopsis Often, in a merger-acquisition negotiated by two companies, the target company's shareholders receive .
Mercier v. Inter-Tel and the Reformulation of the Blasius Standard
Andrew J. Carriker of The Federalist Society
In Mercier v. Inter-Tel, Inc., the Delaware Court of Chancery concluded that the Blasius standard should be reformulated "as a genuine standard of review that is useful for the determination of cases, rather than as an after-the-fact label placed on a result."
The Rise In Motor Vehicle Dealer/Manufacturer Disputes: How To Avoid Becoming A Litigation Victim
Brit T. Brown of Beirne, Maynard & Parsons, L.L.P.
Economic, regulatory and other market forces create a dynamic automotive industry requiring flexible strategies to stay competitive. While manufacturers must respond to international and national trends, dealers focus on local market demands. Consequently, the strategies adopted by manufacturers and dealers often conflict and result in mutually exhausting litigation, distracting resources required to stay competitive.
Judicial Estoppel May Arise From Mere Administrative Filings
Carl G. Love of Pillsbury Winthrop Shaw Pittman LLP
Remcor Products Co. v. Scotsman Group Inc., 32 USPQ2d 1273, 1280-82 (N.D. Ill. 1994) In a recent U.S. case ther.
M & A Mania-Boom Or Bust? Part II
Richard N. Drake of Womble Carlyle Sandridge & Rice, PLLC
Last month I mentioned some of my thoughts on the relative wonders and evils of the amazing M & A activity of the '.
Plain English Comes to M & A Disclosure
Stephen I. Glover of Glasser Legal Works
This article reviews the SEC's Plain English Rule.