In Morris v. Spectra Energy Partners (DE) GP, LP,1 the Delaware Supreme Court clarified the test for determining when former equityholders have standing to pursue post-merger direct claims for a controller’s alleged failure to secure the value of a material derivative claim during the merger negotiations. Under Delaware law, and following the acquisition of an…...By: Dechert LLP
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Key Takeaways The Federal Trade Commission (FTC), with the support of the Antitrust Division of the U.S. Department of Justice (DOJ), has announced that it is temporarily suspending the grant of Early Termination of the 30-day waiting period for all notified transactions under the HSR Act effective immediately. This announcement follows a recent pause in…...By: Dechert LLP
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Both the French and German authorities are particularly active in merger control at the member state level within the EU. Companies should keep these jurisdictions on their radar in planning their next transaction, using DAMITT data as a guidepost....By: Dechert LLP
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The Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) is a quarterly release from Dechert LLP’s Antitrust/Competition practice reporting on trends in significant merger control investigations in the United States (U.S.) and European Union (EU)....By: Dechert LLP
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On February 1, 2021, the U.S. Federal Trade Commission (“FTC”) announced in the Federal Register that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be lowered about 2.1 percent from the 2020 levels. As a result, the HSR minimum size-of-transaction threshold will be lowered to US$92.0 million from US$94.0 million. Transactions…...By: Dechert LLP
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The European Court of Justice has confirmed that financial investors can incur parental liability for the anticompetitive practices of portfolio companies, even after an IPO that left the investor holding only a minority stake in the company, provided that they still have sufficient representation at the board of directors. This judgment is of major interest…...By: Dechert LLP
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1. ESG In recent years, environmental, social and governance (ESG) factors have become a key discussion point in the asset management industry, with many managers now incorporating ESG considerations into their investment processes. It is a topic that continues to gain global importance. In the EU, the impetus stems primarily from the EU Sustainable Finance Action plan and remains on the top of the regulatory agenda. There have been some key developments taking the form of new legislation and......
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Recent notable industry transactions. Royal Philips announced that it has agreed to acquire Capsule Technologies, Inc., a provider of medical device integration and data technologies for hospitals and healthcare organisations, for US$635 million....By: Dechert LLP
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To lower the risk of opportunistic trading resulting from the pandemic, the French government temporarily tightened its control over investments in strategic public companies. On 29 April 2020, the Ministry of Finance announced tighter controls over foreign investments into French companies, to protect them against opportunistic takeovers as a result of the COVID-19 pandemic....By: Dechert LLP
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On December 19, 2020, China’s National Development and Reform Commission (“NDRC”) and Ministry of Commerce (“MOFCOM”) jointly issued the Measures on National Security Review of Foreign Investments (“Review Measures”)....By: Dechert LLP
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