Legal News

In this update, we consider key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced during the first half of 2020 (H1)....By: Skadden, Arps, Slate, Meagher & Flom LLP

On July 30, 2020, the Committee on Foreign Investment in the United States (CFIUS or the Committee) released its annual report to Congress for calendar year 2019. CFIUS, an interagency committee led by the U.S. Department of the Treasury, reviews certain foreign investment transactions for national security risks. The 2019 annual report, which was issued only two months after CFIUS issued its 2018 annual report, provides the first full year of data since Congress passed the Foreign Investment......

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....By: Skadden, Arps, Slate, Meagher & Flom LLP

Recent enforcement actions by the Federal Trade Commission (FTC or Commission) and the Department of Justice (DOJ) demonstrate the agencies’ continued close scrutiny of merging parties’ compliance with divestiture orders. Last month, the FTC required Alimentation Couche-Tard Inc. (ACT), a gas station and convenience store operator, to pay a $3.5 million fine to settle allegations that it violated an order requiring the divestiture of certain stores to secure approval of its acquisition of...By...

On July 23, 2020, the French government issued decree nº 2020-892 of July 22, 2020 (the Decree), and a ministerial order of the same date (together, the Interim Rules), which lowered the applicable threshold that triggers French foreign investment control for investments by non-European investors in certain French publicly listed corporations. The Interim Rules were initially announced by the French minister of the economy (the Minister) on April 29, 2020, as part of the French government’s...B...

On July 3, 2020, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) jointly released the second edition of the “Resource Guide to the U.S. Foreign Corrupt Practices Act,” which was originally published in November 2012. In the intervening eight years, the DOJ and SEC have brought over 275 criminal and civil Foreign Corrupt Practices Act (FCPA) actions and secured over $7 billion in monetary penalties. Following this period of sustained activity, the guide no...

This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In particular, it covers amendments to the Rules Governing the Listing of Securities on HKEx (Listing Rules) as well as announcements, guidance and enforcement-related news from HKEx and the Securities and Futures Commission (SFC). From time to time it will also cover other recent market....

Following their January publication of Draft Vertical Merger Guidelines (draft guidelines) for public comment, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the agencies) issued final Vertical Merger Guidelines (Guidelines) on June 30, 2020. This marks the first official guidance update on vertical mergers from either of the agencies since the Non-Horizontal Merger Guidelines were published by the DOJ in 1984 (1984 guidelines), and the first time that the....

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of directors may exercise during emergency conditions, and eliminating supermajority voting requirements and appraisal rights in connection with converting to, or merging with,…...By: Skadden, Arps, Slate, Meagher & Flom LLP

In recent months, European states have raced to implement protections against opportunistic acquisitions of key local businesses by foreign buyers amid the economic disruption caused by the spread of COVID-19....By: Skadden, Arps, Slate, Meagher & Flom LLP