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Archive by tag: Gotshal & Manges LLPReturn

Committee on Foreign Investment in the U.S. Issues Final Regulations Implementing 2018 Statutory Overhaul

On January 13, 2020, the Treasury Department-chaired inter-agency Committee on Foreign Investment in the United States (“CFIUS”) issued final regulations to implement the amendments to its governing statute (section 721 of the Defense Production Act...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Jan 22,2020 |

DOJ and FTC Announce New Draft Vertical Merger Guidelines

On January 10, 2020, the Department of Justice’s Antitrust Division (“DOJ”) and the Federal Trade Commission (“FTC”) (together, the “Agencies”) released Draft Vertical Merger Guidelines (the “Draft Guidelines”) that are intended to outline the...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Jan 17,2020 |

Defining “Material”—What Matter Will Matter?

When we use the word “material” as an adjective in ordinary writing, such as in “a material event occurred yesterday,” we typically mean that the noun (“event”) being modified by the adjective (“material”) is one of real significance, importance or...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Jan 14,2020 |

Just Because a Really Bad Thing Happens Does Not Mean a Material Adverse Effect has Occurred: Assessing the Latest Delaware MAE Decision

Last year’s blockbuster opinion in Akorn, Inc. v. Fresenius Kabi AG—the first Delaware case to find the existence of a Material Adverse Effect (“MAE”)— provided corporate litigators a roadmap for establishing an MAE to avoid closing a merger...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Dec 27,2019 |

Private Equity Fund Acquisition Structures for Buying a Blocker

It is typical in private equity funds for certain tax-sensitive investors, including U.S. tax exempts and non-U.S. investors, such as sovereign wealth funds, to own their indirect interests in certain types of fund investments through an entity...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Dec 21,2019 |

Indemnify is a Funny Word Carrying Historical Baggage—Be Aware and Use with Care

Despite the proliferation of R&W insurance as the sole recourse for buyers with respect to sellers’ breach of representations and warranties, an indemnification remedy against sellers (subject to a cap) continues to find its way into many private...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Dec 18,2019 |

Delaware Court of Chancery Declines to Enforce Safe Harbors in Alternative Entity Context

On October 29, 2019, the Delaware Court of Chancery issued an important decision concerning master limited partnerships (“MLPs”) and other alternative entities in the context of conflict-of-interest transactions. In Dieckman v. Regency GP LP, C.A....By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Nov 12,2019 |

CMA Signals More Interventionist Approach to UK Competition Enforcement

As the UK’s expected departure from the European Union approaches – currently scheduled for October 31 – the UK Competition and Markets Authority (CMA) has been developing a tougher and more interventionist approach to competition enforcement. Low...By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Oct 18,2019 |

Key Considerations in Acquisitions of Acquisitive Companies

In a market with soaring multiples, private equity buyers are increasingly on the hunt to mitigate high valuations by acquiring platform companies from which they can pursue add-ons at materially lower multiples and with the potential for synergies....By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Oct 11,2019 |

Key Considerations in Acquisitions of Acquisitive Companies

In a market with soaring multiples, private equity buyers are increasingly on the hunt to mitigate high valuations by acquiring platform companies from which they can pursue add-ons at materially lower multiples and with the potential for synergies....By: Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP | Oct 08,2019 |
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