Legal News

On September 3, 2020, the U.S. Department of Justice’s Antitrust Division (“DOJ”) issued a new Merger Remedies Manual (“Manual”). This is the first merger remedies guidance from DOJ since it released the 2011 Policy Guide to Merger Remedies, which it subsequently withdrew on September 25, 2018. As a result of DOJ’s repeal of the 2011 Guidelines, the 2004 Guidelines were reinstated and once again became effective. The Manual describes the principles and framework DOJ uses to analyze, struct...

Buried bow first in the ocean floor, off the coast of Lebanon, with its stern pointing straight up, lies the wreck of the HMS Victoria. On June 22, 1893, the HMS Victoria was accidentally struck below the water line by the ramming bow of the HMS Camperdown. Within minutes of the collision, 357 members of its…...By: Weil, Gotshal & Manges LLP

With data privacy issues constantly in the news, what do businesses need to know about handling personal information when they’re considering bankruptcy, especially if some personal information – like customer records – may be a valuable asset?...By: Weil, Gotshal & Manges LLP

In Delaware, a robust and properly placed disclaimer of reliance clause can effectively eliminate claims of fraudulent or negligent misrepresentation arising from extra-contractual statements made by or on behalf of a seller during the negotiation of a written acquisition agreement. And an effective exclusive remedy clause can limit the remedies available for any inaccuracy in the package of contractual representations and warranties that were expressly bargained for in that written acquisition....

With data privacy issues constantly in the news, what do businesses need to know about handling personal information when they’re considering bankruptcy, especially if some personal information – like customer records – may be a valuable asset? This 3-part series of posts will offer an overview of the Bankruptcy Code’s provisions related to personally identifiable information (“PII”), and how transfers of PII in bankruptcy can play out in the real world; recommendations of best practices ...

On June 30, 2020, the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) (together, the “Agencies”) issued new Vertical Merger Guidelines (“Guidelines”). These Guidelines mark the first time the Agencies have issued joint guidelines on vertical mergers, and replace the DOJ’s 1984 Non-Horizontal Merger Guidelines. The new Guidelines follow the Agencies’ earlier release of Draft Vertical Merger Guidelines (“Draft Guidelines”) in January 2020 and provide importa...

Welcome to Weil, Gotshal & Manges LLP’s survey of private investments in public equity transactions (“PIPEs”) in the United States. In preparing this survey, we reviewed and analyzed the material terms of 9 PIPEs announced between January 1, 2019 and December 31, 2019 involving private equity sponsors or financial investors making investments of at least $100 million. Specifically, the 9 surveyed transactions included the following issuers: - DraftKings Inc. - Ardelyx, Inc. - Verint Syste...

Welcome to the thirteenth survey of sponsor-backed going private transactions prepared by Weil, Gotshal & Manges LLP. We hope that you will find this information thought-provoking and useful. This survey analyzes and summarizes for the reader the...By: Weil, Gotshal & Manges LLP

The recent Delaware Court of Chancery decision in Frederick Hsu Living Trust v. ODN Holding Corporation found that the defendants’ conduct in effecting a partial redemption of preferred stock was “entirely fair.” In the complaint, the plaintiff...By: Weil, Gotshal & Manges LLP

It is a basic tenet of private company business acquisitions that buying assets from the target, rather than acquiring the equity of the target, allows the buyer to avoid taking on any of the target’s liabilities that are not expressly assumed. And,...By: Weil, Gotshal & Manges LLP