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Archive by tag: ArpsReturn

UK Takeover Panel Proposes Significant Changes to the Offer Timetable and the Treatment of Conditions

On 27 October 2020, the UK Takeover Panel (the Panel) published Public Consultation Paper 2020/1 (the PCP), which proposes significant changes to the UK Takeover Code (the Code) with regard to the offer timetable and the treatment of conditions to offers....By: Skadden, Arps, Slate, Meagher & Flom LLP
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SEC Adopts Amendments to Auditor Independence Rules

The Securities and Exchange Commission (SEC) has issued final rules that significantly modify the framework that public companies and their auditors use to evaluate auditor independence, providing additional clarity for certain particularly difficult and recurring issues....By: Skadden, Arps, Slate, Meagher & Flom LLP
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WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause that it invoked to pull out of a $1.7 billion acquisition. The ruling demonstrated that.......By: Skadden, Arps, Slate, Meagher & Flom LLP
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Antitrust Planning During the Countdown to Brexit

December 31, 2020, is the last day of the Brexit transition period under the Agreement on the Withdrawal of the United Kingdom of Great Britain and Northern Ireland From the European Union and the European Atomic Energy Community (Withdrawal Agreement). After the end of the period......By: Skadden, Arps, Slate, Meagher & Flom LLP
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Hong Kong Regulatory Update - September 2020

The Hong Kong Stock Exchange continues to pursue and implement a number of rule changes aimed at making the listing process more efficient while strengthening and broadening its role overseeing listed companies and the tools at its disposal for penalizing directors and officers. The Securities and Futures Commission also continues to actively investigate and prosecute cases of market misconduct. This update discusses a number of recent developments in each of these areas, as well as additional.....
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FTC and DOJ Propose ‘Modernizing Merger Filing’ Rules

On Monday, September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jointly released two proposed rule changes to the Hart-Scott-Rodino (HSR) premerger filing requirements for acquiring parties. In an extension of a 2011 rule change that established the concept of “associates,” the first proposed change would require aggregation with the filing…...By: Skadden, Arps, Slate, Meagher & Flom LLP
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Treasury Department Issues Final Rule for Mandatory CFIUS Filing Requirements Based on ‘Critical Technology’

On September 15, 2020, the Treasury Department issued final regulations that define when it is mandatory to file with the Committee on Foreign Investment in the United States (CFIUS). This final rule builds on regulations that were originally proposed in May 2020 (described in a previous Skadden client alert). The final rule, which goes into effect on October 15, 2020, retains the overall structure and essential features of the earlier proposal — in particular, it incorporates an export...By: S...
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New DOJ Merger Remedies Manual: Preference for Structural Remedies and Private Equity Buyers

On September 3, 2020, the Department of Justice's Antitrust Division (the DOJ) issued its new Merger Remedies Manual (the Manual), which provides the framework the DOJ will utilize going forward to implement relief in mergers reviewed by its attorneys and economists. The DOJ has updated its remedies guidance several times in the past two decades with, at times, significant variation between administrations. The new Manual updates the 2004 Policy Guide to Merger Remedies, which the DOJ updated in...
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Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions

On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate soap opera” in which the parties’ “battle for power spanned multiple acts.” Ultimately resulting in a draw, with neither party receiving any compensation, the opinion exemplifies the importance of involving antitrust counsel in all aspects of a transaction that may rai...
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EU Will Propose Merger Control Legislation for Foreign-Subsidized Companies’ Acquisitions in 2021

The European Commission’s (EC) June 2020 white paper proposing wide-ranging controls over foreign-subsidized companies’ access to Europe’s internal market has received fresh impetus. In a report issued earlier this month, the European Union’s (EU) audit body faulted the EC for a hitherto balkanized approach to foreign state-backed acquisitions. Senior administration officials have committed to maximum legislative priority for the proposals....By: Skadden, Arps, Slate, Meagher & Flom LLP
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