Legal News

On September 3, 2020, the Department of Justice Antitrust Division (DOJ) updated its 2004 Merger Remedies Manual (see here). The updated Manual clarifies important aspects of the DOJ’s merger remedy practice about which there has been uncertainty....By: WilmerHale

For several years, buyers and sellers in M&A deals have been turning to representations and warranties (R&W) insurance to allocate risk–and they continue to do so during these unprecedented times. Yet, despite the increasing prevalence of R&W insurance, myths and misconceptions remain. When they are debunked, buyers should have a clearer understanding of the benefits that R&W insurance can bring to a deal. Here are five myths about R&W insurance dispelled......By: Lowenstein Sandler LLP

If not immune to surprise at this point in 2020, that might be the appropriate feeling at the apparent emergence of late-stage suitor Oracle as the winner of the TikTok sweepstakes. Though terms between ByteDance and Oracle are apparently still in flux, it appears the deal “will look more like a corporate restructuring than the outright sale Microsoft had proposed”....By: Robins Kaplan LLP

Peak Rock Capital has completed its acquisition of Paragon Healthcare, according to a news release....By: McGuireWoods LLP

The decline in H1 2020 leveraged finance issuance has seen some lenders intensify their focus on pricing and borrower-friendly loan structures, but lender responses to the impact of COVID-19 have diverged across regions.......By: White & Case LLP

The government's latest restrictions will impact owners, contractors, and suppliers. The Victorian Government has moved the Victorian construction industry to a "pilot light" status from 5 August 2020, until at least 16 September 2020, as part of the Government's response to the second wave of COVID-19 cases in the State....By: Jones Day

The Situation: Australia's corporate regulator, the Australian Securities and Investments Commission ("ASIC") brought proceedings against two former directors of Tennis Australia ("TA") alleging that they engaged in numerous contraventions of their duties under the Corporations Act 2001 (Cth) in respect of their conduct during negotiations between TA and Seven Network Holdings (Seven) for a renewal of an agreement for the domestic broadcast rights to tennis tournaments. The Judgment: In ASIC v....

Over the summer, we wrote about why health care companies may want to consider buying assets out of bankruptcy, taking advantage of the Bankruptcy Code Section 363 sale process (a “363 Sale”). We are back with our second post, to provide more detail to the process and discuss some pros and cons of 363 Sales. As a refresher, a 363 Sale couples a flexible and fast process with ample liability protection for willing buyers......By: Mintz - Bankruptcy & Restructuring Viewpoints

The United States Department of Justice released its revised Merger Remedies Manual on September 3, 2020, providing “Antitrust Division attorneys and economists with a framework for fashioning and implementing appropriate relief . . . in merger cases.” The Manual is the Agency’s guidebook for fashioning and implementing remedies after it has concluded that a proposed merger may substantially lessen competition....By: Proskauer Rose LLP

On September 3, 2020, the Antitrust Division of the U.S. Department of Justice (the “Division”) updated its 2004 “Policy Guide to Merger Remedies,” which had been reinstated when the Division withdrew the 2011 version of that guide in September of 2018. The Division’s issuance of the new Merger Remedies Manual (the “Manual”) provides much-needed guidance to businesses and lawyers concerning the Division’s approach to seeking remedies when a merger is likely to violate Section 7 of the Cl...