Legal News

When participating in an M&A process involving a video game company, whether you are on the sell-side or the buy-side, there are certain key terms that are included in industry standard commercial agreements that the parties need to keep on their radar. Failure to identify these terms early in the due diligence process can create roadblocks for the parties as they near the finish line, whether that be signing the definitive acquisition agreement or closing the transaction......By: Sheppard Mulli...

The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court of Chancery’s ruling illuminates how other courts may analyze pre-closing operational covenants following business disruptions due to the pandemic. ..The court reaffirmed the high bar to establish an MAE, holding that a carveout to an MAE definition need not expressly include.....

Dans un arrêt du 25 novembre 2020, la chambre criminelle de la Cour de cassation a annoncé un revirement de sa jurisprudence en matière de transfert de la responsabilité pénale résultant d’une fusion absorption....By: Orrick, Herrington & Sutcliffe LLP

In light of a landmark decision from France’s highest court, acquiring companies will have to give greater consideration to criminal risks potentially weighing on them as a result of the merger. The Cour de cassation (the French Supreme Court) has found that in the context of a merger by absorption, the absorbing company may be held criminally liable for offences committed by the absorbed company prior to the operation. The landmark 25 November decision reverses the French Supreme Court’s pri...

Le 25 novembre 2020, la Cour de cassation a opéré un revirement de jurisprudence important pour la pratique des affaires, en décidant que la responsabilité pénale d’une société absorbée, de nature à donner lieu à une peine d'amende ou de confiscation, pouvait désormais être transmise à la société absorbante dans le cadre d'une opération de fusion-absorption entre sociétés commerciales. Les due diligence pré-fusions en matière de conformité et de risque pénal deviennent d'autant plus nécessaires...

In a decision dated 25 November 2020, the Criminal Chamber of the French “Cour de Cassation” decided to reverse its case law on the transfer of criminal liability resulting from a merger by way of absorption....By: Orrick, Herrington & Sutcliffe LLP

A recent ruling from the United States District Court for the Southern District of New York sent shock waves through the legal and financial community, with some shouting that this “could be a gamestopper for the private equity business.” Although the ruling in In re Nine West LBO Securities Litigation breaks new ground and arguably narrows the protections available to directors under the normally-broad business judgment rule, there are clear lessons others can take from this saga to prevent a...

2020 has been one of the most eventful and unprecedented years for competition law in Thailand. This year, four public hearings have taken place, three industry-specific regulations on unfair practices were issued, the dominance thresholds were amended, the authority has published a detailed merger control manual, and two pre-closing merger approvals were issued – with one landmark case leading to remedies....By: Allen & Overy LLP

U.S. FTC merger enforcement gathers pace n- This month we have seen a flurry of activity on the merger control front from the U.S. Federal Trade Commission (FTC). Grabbing the headlines is the announcement that the FTC (and 48 attorneys general) have filed suit against Facebook, alleging that the firm breached antitrust laws through acquisitions and other conduct – see below for a separate article which sets out what you need to know....By: Allen & Overy LLP

We looked at 28 deals across Asia that were signed or closed pre-COVID in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target, examined the common key terms in these deals, and have sought to provide our insights on the patterns that the results reveal......By: Morrison & Foerster LLP