Legal News

The US Federal Trade Commission (FTC) recently extracted a $3.5 million civil penalty from two companies involved in a gas station merger. The FTC asserts the companies violated their settlement agreement with the government, which required the divestment of 10 gas stations within 120 days from the date of the settlement agreement. The parties overshot the divestiture deadline by more than three months. The Commission stated its deadlines are not a suggestion and it will not permit parties to......

Everyone has heard the old saying “knowledge is power.”  In Florida, the Public Records Act, Ch. 119, Fla. Stat., is a powerful tool that contractors should use to empower themselves in competitive bid situations. Governments should also proactively provide records to contractors to avoid needless protests......By: Shutts & Bowen LLP

After a decade of relatively stable deal activity across Europe and globally, companies now find themselves operating in a new and evolving M&A environment. Transactional risk and disruption are the current norm, but against that backdrop of uncertainty, there are also opportunities. Distressed M&A has come back to the fore and we are starting to see interesting developments in deal strategy and negotiation tactics. We believe some of these developments are here to stay. It is clear that just.....

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v. Allergan W.C. Holding, Inc., Vice Chancellor Morgan Zurn ruled that if a buyer consents to a single shareholder representative structure in a merger agreement, the buyer cannot later compel the individual selling shareholders’ participation in discovery as parties in interest....

French M&A activity has suffered steep falls because of COVID-19, but green shoots are emerging as lockdown measures ease Although a few large deals in the first quarter helped to cushion French deal value figures for H1 2020, COVID-19 lockdowns have taken a heavy toll on France’s M&A market....By: White & Case LLP

As the COVID-19 pandemic continues, owners and developers find themselves facing the prospect of continued project disruptions. While almost every governmental shutdown order has allowed construction activities to continue as long as safety and health guidelines are followed, COVID-19 cases continue to rise to the highest levels ever seen in various hotspots throughout the country. As a result, owners and developers again face the possibility of project disruption or even project shutdown....By:...

The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties....By: Cadwalader, Wickersham & Taft LLP

FCPA practitioners often debate whether the FCPA is “clear” or “ambiguous.”  Like all important issues in life (assuming this is important), the answer really depends on the specific language.  Congress’ ability to write clear and concise statutes varies across the lot, and the FCPA includes provisions that are clear and some that, depending on the situation, may not be. ...By: Michael Volkov

In this episode, I visit with Don Stern, Managing Director of Corporate Monitoring & Consulting Services. We explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context and  the impact that M&A has on both the acquired entity and the acquirer. Stern began by noting the inherent risk in the entire M&A process. Yet,  the culture perspective is not often considered in the pre-acquisition phase. Stern believes companies are making a big mistake in doing so......

The Development: The U.S. Department of Justice ("DOJ") and a divided Federal Trade Commission ("FTC") released the final version of their Vertical Merger Guidelines, the first revision in more than 35 years. The Guidelines outline the types of competitive harm that can result from vertical transactions and describe how the agencies will evaluate them.  The Result: For the most part, and consistent with our experience, the final Guidelines reflect how the agencies analyze the relatively small.....