In May 2019, the Securities and Exchange Commission (“SEC”) proposed changes to reporting for acquisitions and dispositions by registrants. The proposed amendments resulted from an ongoing, comprehensive evaluation of the existing disclosure requirements and concerns that they were overly cumbersome and slowed access to the capital markets. In May 2020, the SEC issued the final amendments substantially as originally proposed with some changes and clarifications. Please see Publication below f...
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The Federal Trade Commission and the U.S. Department of Justice this week announced the final version of their first jointly-issued Vertical Mergers Guidelines (the “Guidelines”). The Guidelines were issued along a party-line vote, with the three Republican FTC Commissioners and the Republican-led DOJ supporting the Guidelines and the two Democratic FTC Commissioners vehemently opposing them....By: Cadwalader, Wickersham & Taft LLP
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The Arkansas Department of Energy and Environment – Division of Environmental Quality (“DEQ”) and City of Little Rock (“Little Rock”) entered into a June 19th Permit Appeal Resolution (“PAR”) addressing a previously filed Request for Commission Review and Adjudicatory Hearing (“Request”) before the Arkansas Pollution Control and Ecology Commission (“Commission”). See Docket No. 2010-001-P. Pursuant to the Request, Little Rock challenged a Clean Water Act National Pollution Discharge ...
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For almost as long as EU merger control has existed, scholars and practitioners have discussed and debated the European Commission’s (EC) split roles as investigator, prosecutor, judge, and jury under the EU Merger Regulation (EUMR). It wasn’t until the EU courts overturned three EC prohibition decisions due to manifest errors in assessment in the early 2000s that the discussion shifted to the undeniable need for reform....By: Bryan Cave Leighton Paisner
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On Tuesday, June 30, the Department of Justice’s Antitrust Division and the Federal Trade Commission issued new Vertical Merger Guidelines (the “Guidelines”). Vertical mergers involve the combination of firms operating at different levels of the same supply chain, such as a manufacturer acquiring its supplier or its distributor. The Guidelines are intended to provide businesses with guidance regarding how the agencies analyze vertical mergers and the circumstances in which the agencies might....
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Reaction to recent trial losses; focus of enforcement will remain on mergers between competitors - On June 30, the US Department of Justice and the Federal Trade Commission published new Vertical Merger Guidelines clarifying the analytical framework the agencies use to evaluate transactions between companies that are not current or potential future competitors – so-called "vertical" transactions....By: Cooley LLP
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On June 30, 2020, in an en banc opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware reversed the Delaware Court of Chancery’s dismissal of a stockholder lawsuit arising out of the merger between Towers Watson & Co. (“Towers”) and Willis Group Holdings Public Limited Company (“Willis”). City of Fort Myers Gen. Emps.’ Pension Fund v. Haley, C.A. 2018-0132-KSJM (Del. June 30, 2020). As we discussed in our prior post, plaintiffs, who had been stockholders of Towers, al...
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On June 30, 2020, the Department of Justice and a divided Federal Trade Commission finalized new Vertical Merger Guidelines applicable to acquisitions and mergers that combine firms or assets at different stages of the same or different supply chains. The finalized Guidelines are part of a broader effort to clarify the agencies’ procedures regarding merger reviews and chiefly address the relative lack of transparency that challenged many potential applicants under the now-repealed 1984...By: Mc...
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The New York City Department of Buildings announced that starting Wednesday, July 8, 2020, it would resume issuing violations and penalties of $5,000.00 per violation with the potential for a Stop Work Order for sites which do not comply with the New York State Phase One Reopening procedures. Continued non-compliance will result if penalties of up to $10,000 for each offense and are more likely to receive a Stop Work Order......By: Cole Schotz
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As countries emerge from lockdown, talk turns to The Return of COVID-19. Here’s how to succeed in future force majeure claims and stop your projects from becoming what sounds like a second-rate horror movie....By: Hogan Lovells
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