Legal News

Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file notifications with the Department of Justice Antitrust Division and the Federal Trade Commission and observe a statutory waiting period if the transaction meets specified size-of-person and size-of-transaction thresholds and does not fall within an exemption....By: Cooley LL...

On 24 December 2020, the European Union and the UK Government reached an agreement on the terms of their future cooperation, known as the EU-UK Trade and Cooperation Agreement. The Trade and Cooperation Agreement is a single package comprising......By: Cooley LLP

A Tale of Two Years - While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the pandemic created an almost inconceivable shift in dealmaking – lawyers and advisors conditioned to stand shoulder-to-shoulder in the trenches with clients were suddenly staring at each other’s faces on (interminable) Zoom calls....By: Cooley LLP

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector being no exception. COVID-19 drove unprecedented levels of collaboration among biopharmaceutical companies seeking to develop a vaccine, leading to an accelerated research and development process that allowed not just one—but two—vaccines to be approved by the FDA in...By...

In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. In these lawsuits, buyers commonly alleged one (or both) of the following as justification for their failure to close: (i) that the target suffered an MAE as a result of COVID-19’s impact on its business; or (ii) that target materially breached the conduct...

On 31 January 2020, the UK left the European Union and entered a transition period that is due to end at 11:00 pm GMT on 31 December 2020. At this point, it is still uncertain whether a new EU/UK deal will be reached. To support Brexit readiness planning in a fast-moving environment, we have reviewed a range of possible impacts across 11 discrete areas, considering UK and EU policy, as well as regulatory and legislative developments since the EU referendum in 2016....By: Cooley LLP

Covid-19 has made 2020 into a year like no other with ‘stay at home’ orders and working from home the new normal. Nonetheless, the tech and pharma industries continued to attract immense antitrust scrutiny, with daily reports in the media and pressure from politicians to address what some perceive to be anticompetitive mergers by digital platforms and pharmaceutical companies, even while innovation in both sectors continues at breakneck speed. In this article, we discuss some of the most...By:...

On 11 November 2020, the UK Government published its long-awaited National Security and Investment Bill (NSI Bill). The NSI Bill introduces for the first time a new standalone regime for the screening of foreign investments in the UK on national security grounds and grants the UK Government extensive powers to “call in” transactions across all sectors of the economy, with no turnover or market share thresholds required....By: Cooley LLP

On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! Dave Peinsipp, co-chair of Cooley’s capital markets practice group and Rama Padmanabhan, a Cooley M&A partner participated in the webinar which focused on the current wave of SPAC activity and how it compares to prior iterations, in addition to discussing some of the key differences and similarities between SPACs and IPOs, as well as current trends in SPAC business combinations....

On September 15, 2020, the US Department of the Treasury issued a Final Rule comprising the latest regulation in an ongoing effort to reform the way the United States reviews and confronts the national security implications of foreign investments in US businesses. The Final Rule preserves many fundamental aspects of the preceding reforms but makes sweeping changes to the requirements for making mandatory disclosures to the US government prior to consummating certain types of foreign investments....