Legal News

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate the increased market volatility risk of traditional initial public offerings (IPOs). In fact, 2020 has been a record-breaking year for SPAC IPOs; the proceeds raised in the first eight months of the year have already more than doubled those raised in 2019. This surge has...

The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that must be reported to the antitrust agencies – primarily by private equity, venture capital and other investment funds – as well as greatly expand the amount of information included in those filings....By: Cooley LLP

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery Court has had the opportunity to consider some preliminary issues relating to certain of those jeopardized transactions involving private equity-backed buyers....By: Cooley LLP

European Commission publishes findings of its evaluation of EU competition rules on vertical agreements - On September 8, the European Commission (EC) published a Staff Working Document summarising the findings of its evaluation of the Vertical Block Exemption Regulation (VBER) and the accompanying Vertical Guidelines (Guidelines)....By: Cooley LLP

The US Department of Justice Antitrust Division issued a new Merger Remedies Manual on September 3 clarifying the analytical framework the Trump administration’s DOJ is using to evaluate remedies that may address competitive harms stemming from proposed mergers and acquisitions, as well as consummated mergers....By: Cooley LLP

In a recent decision reversing FCC-imposed conditions on Charter Communications’ 2016 acquisition of Time Warner Cable, a three-judge panel of the D.C. Circuit Court of Appeals raised significant questions about the FCC’s authority to adopt conditions on mergers governing future business practices. While the court stopped short of finding that the FCC lacks authority to impose such conditions, it did leave that issue open for future challenges, and the two judges in the majority signaled a...B...

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that more operating companies are considering going public through a merger with a SPAC (commonly referred to as a backdoor IPO) since the beginning of time. There have been some great examples of successful SPAC transactions and more on the way, and the SPACraze has reached 2019 Direct Listing fever pitch levels....By: Cooley LLP

In the UK, there is currently no separate foreign direct investment (FDI) screening regime. Instead, the UK government can only intervene in limited circumstances where a transaction raises at least one of the following public interest issues: national security, financial stability, media plurality and, as of June 23, public health emergencies. At the time of writing, the government has intervened in 20 transactions in this way,2 notably without blocking any deals....By: Cooley LLP

Reaction to recent trial losses; focus of enforcement will remain on mergers between competitors - On June 30, the US Department of Justice and the Federal Trade Commission published new Vertical Merger Guidelines clarifying the analytical framework the agencies use to evaluate transactions between companies that are not current or potential future competitors – so-called "vertical" transactions....By: Cooley LLP

As previously reported in this Cooley PubCo post, on May 21, the SEC adopted final amendments to the financial disclosure requirements for the acquisition and disposition of businesses. One change relating to the use of abbreviated financial statements stands out as a welcome reform for public or pre-public biopharma and life sciences companies....By: Cooley LLP